Common use of Depositary Instructions Clause in Contracts

Depositary Instructions. The Company covenants and agrees that it will, at all times during the period the Warrant is outstanding, maintain a duly qualified independent ADS Depositary. Subject to Section 5(g), the Company warrants that it will not direct its ADS Depositary not to transfer or delay, impair, and/or hinder its ADS Depositary in transferring (or issuing and delivering) (electronically or in certificated form) any certificate or book-entry statement for Warrant ADSs to be issued to the Holder upon exercise of or otherwise pursuant to this Warrant as and when required by this Warrant (provided, however, that the ADS Depositary shall not be required to remove restrictive legends from the Warrant ADSs if it has not received customary and reasonable documentation with respect to such removal to its satisfaction and in accordance with this Warrant). Nothing in this Section shall affect in any way the Holder’s obligations to comply with all applicable prospectus delivery requirements, if any, upon resale of the Warrant ADSs. As a condition to any resale of the Warrant ADSs, (x) the Company, the ADS Depositary or the Transfer Agent may require an opinion of the Company’s legal counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, its legal counsel, the ADS Depositary, and the Transfer Agent to the effect that such resale has been registered under the Securities Act pursuant to the Registration Statement or does not require registration under the Securities Act pursuant to an available exemption therefrom, and (y) the Investor shall provide to the Company, its legal counsel, the ADS Depositary, and the Transfer Agent such representations by the Investor and/or the broker executing such resale or other documentation required by the Company, its legal counsel, the ADS Depositary, and the Transfer Agent in support of such opinion. If the Company fails to cause its legal counsel to provide the legal opinion described in the immediately preceding sentence in connection with a resale effected pursuant to an exemption from registration under the Securities Act (including Section 4(a)(1) of the Securities Act and the Rule 144 safe harbor thereunder) and if permitted by the ADS Depositary and the Transfer Agent, the Investor shall have the right to provide an opinion of a legal counsel selected by the Investor and reasonably acceptable to the Company, which opinion shall be in form and substance satisfactory to the Company (together with any representations by the Investor and/or the broker executing such resale or other documentation required by the Company, the ADS Depositary, and the Transfer Agent in support of such opinion), the cost of which shall be borne by the Company. The Company shall also pay all costs associated with any opinions delivered by its legal counsel. If the Company or a Holder provides such an opinion and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of the Warrant ADSs, promptly instruct its ADS Depositary to issue and deliver one or more certificates or book-entry statements, free from restrictive legend, in such name and in such denominations as specified by the Holder with respect to such Warrant ADSs. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(e) may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Depositary Instructions. The Company covenants shall instruct its Depositary to issue certificates, registered in the name of Purchaser or its nominee, for the Shares and agrees that it will, at all times during Warrant Shares in such amounts as specified from time to time by Purchaser to the period Company and the Warrant is outstanding, maintain a duly qualified independent ADS Depositary. Subject Such certificates shall bear a legend only in the form of the Legend and only to the extent permitted by Section 5(g), the 5.1 above. The Company warrants that it no instruction other than such instructions referred to in this Article V, and no stop transfer instructions other than stop transfer instructions to give effect to Section 2.6 hereof in the case of the Shares and Warrant Shares prior to registration thereof under the Securities Act, will not direct be given by the Company to its ADS Depositary not to transfer or delay, impair, and/or hinder its ADS Depositary in transferring (or issuing and delivering) (electronically or in certificated form) any certificate or book-entry statement for Warrant ADSs to be issued to the Holder upon exercise of or otherwise pursuant to this Warrant as and when required by this Warrant (provided, however, that the ADS Depositary Securities shall not otherwise be required to remove restrictive legends from freely transferable on the Warrant ADSs if it has not received customary books and reasonable documentation with respect to such removal to its satisfaction and in accordance with this Warrant)records of the Company. Nothing in this Section shall affect in any way Purchaser's obligations and agreement set forth in Section 5.1 hereof to resell the Holder’s Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. Without limiting any other rights of Purchaser or obligations to comply with all applicable prospectus delivery requirements, if any, upon resale of the Warrant ADSs. As a condition to any resale of the Warrant ADSs, (x) the Company, if (a) Purchaser provides the ADS Depositary or the Transfer Agent may require Company with an opinion of the Company’s legal counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, its legal counsel, the ADS Depositary, and the Transfer Agent to the effect that such resale has been registered under the Securities Act pursuant to the Registration Statement or does not require registration under the Securities Act pursuant to an available exemption therefrom, and (y) the Investor shall provide to the Company, its legal counsel, the ADS Depositary, and the Transfer Agent such representations by the Investor and/or the broker executing such resale or other documentation required by the Company, its legal counsel, the ADS Depositary, and the Transfer Agent in support of such opinion. If the Company fails to cause its legal counsel to provide the legal opinion described in the immediately preceding sentence in connection with a resale effected pursuant to an exemption from registration under the Securities Act (including Section 4(a)(1) of the Securities Act and the Rule 144 safe harbor thereunder) and if permitted by the ADS Depositary and the Transfer Agent, the Investor shall have the right to provide an opinion of a legal counsel selected by the Investor and reasonably acceptable to the Company, which opinion of counsel shall be in form form, substance and substance satisfactory to scope customary for opinions of counsel in comparable transactions (the Company (together with any representations by the Investor and/or the broker executing such resale or other documentation required by the Company, the ADS Depositary, and the Transfer Agent in support of such opinion), the reasonable cost of which shall be borne by the Company. The Company shall also pay all costs associated with any opinions delivered by its legal counsel. If ), to the Company effect that the Securities to be sold or a Holder provides such transferred may be sold or transferred pursuant to an opinion and such sale exemption from registration or transfer is effected(b) Purchaser transfers Securities pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Warrant ADSs, and promptly instruct its ADS Depositary and take all actions necessary to cause its Depositary to issue and deliver one or more certificates or book-entry statements, free from restrictive legend, in such name and in such denominations denomination as specified by the Holder with respect Purchaser in order to effect such Warrant ADSsa transfer or sale. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, Purchaser by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(e) may Article V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionArticle V, that the Holder Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Depositary Instructions. The Company covenants and agrees that it willFollowing the delivery of any Fixed Purchase Notice, at all times during the period the Warrant is outstanding, maintain a duly qualified independent ADS Depositary. Subject to Section 5(g)VWAP Purchase Notice or Additional VWAP Purchase Notice, the Company warrants that it will not direct its ADS Depositary not to transfer or delay, impair, and/or hinder its ADS Depositary in transferring (or issuing and delivering) (electronically or in certificated form) any certificate or book-entry statement for Warrant ADSs to be issued shall issue to the Holder upon exercise Depositary, or any subsequent depositary, a form of instruction letter in substantially the form attached hereto as Exhibit C or otherwise pursuant agreed to this Warrant as by the parties (the “Depositary Instruction Letter”), to advise the Depositary of the Commencement. All Purchase Shares and when required by this Warrant (provided, however, that the ADS Depositary shall not be required to remove restrictive legends from the Warrant ADSs if it has not received customary and reasonable documentation with respect to such removal to its satisfaction and in accordance with this Warrant). Nothing in this Section shall affect in any way the Holder’s obligations to comply with all applicable prospectus delivery requirementsCommitment Shares, if any, upon resale to be issued from and after the Commencement to or for the benefit of the Warrant ADSsInvestor pursuant to this Agreement shall be issued only as DWAC Shares. As a condition The Company represents and warrants to any resale the Investor that, while this Agreement is in effect, no instruction other than instruction letters in the form of the Warrant ADSs, (x) Depositary Instruction Letter referred to in this Section 6 will be given by the Company, Company to the ADS Depositary with respect to the Purchase Shares or the Transfer Agent may require an opinion Commitment Shares, if any, from and after Commencement, and the Purchase Shares and the Commitment Shares, if any, covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company’s legal counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, its legal counsel, the ADS Depositary, and the Transfer Agent to the effect that such resale has been registered under the Securities Act pursuant to the Registration Statement or does not require registration under the Securities Act pursuant to an available exemption therefrom, and (y) the Investor shall provide to the Company, its legal counsel, the ADS Depositary, and the Transfer Agent such representations by the Investor and/or the broker executing such resale or other documentation required by the Company, its legal counsel, the ADS Depositary, and the Transfer Agent in support of such opinion. If the Company fails to cause its legal counsel to provide the legal opinion described in the immediately preceding sentence in connection with Investor effects a resale effected pursuant to an exemption from registration under the Securities Act (including Section 4(a)(1) sale, assignment or transfer of the Securities Act and Purchase Shares or the Rule 144 safe harbor thereunder) and Commitment Shares, if permitted by the ADS Depositary and the Transfer Agent, the Investor shall have the right to provide an opinion of a legal counsel selected by the Investor and reasonably acceptable to the Company, which opinion shall be in form and substance satisfactory to the Company (together with any representations by the Investor and/or the broker executing such resale or other documentation required by the Company, the ADS Depositary, and the Transfer Agent in support of such opinion), the cost of which shall be borne by the Company. The Company shall also pay all costs associated with any opinions delivered by its legal counsel. If the Company or a Holder provides such an opinion and such sale or transfer is effectedany, the Company shall permit the transfer, and, in the case of the Warrant ADSs, transfer and shall promptly instruct its ADS the Depositary (and any subsequent depositary) to issue and deliver one or more certificates or book-entry statements, free from restrictive legend, DWAC Shares in such name and in such denominations as specified by the Holder with respect Investor to effect such Warrant ADSssale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated herebyInvestor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(e) may 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 6, that the Holder Investor shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.