Common use of Depositary Procedures Clause in Contracts

Depositary Procedures. Subject to compliance with all provisions and procedures set forth in the Deposit Agreement as supplemented by this letter agreement and any Transaction Supplement (as defined below), the Company irrevocably consents, under Section 2.3 of the Deposit Agreement, to (i) the deposit by, or on behalf of, any Depositor (as defined below) of SSA Shares (including, from time to time, SSA Shares from share splits and combinations, stock dividends and similar event, but only to the extent that such securities are underlying the ADSs) with the Depositary at Citibank, N.A. - Hong Kong Branch, as custodian appointed by the Depositary pursuant to the Deposit Agreement (the “DA Custodian”) in connection with the Transactions; and (ii) the issuance and delivery by the Depositary to the order of the relevant Depositor or any security agent, trustee, investor or counterparty, acting pursuant to the terms of a Transaction and identified as such in the relevant Transaction Supplement, as indicated in the corresponding Deposit Certification and Delivery Instruction (as defined below), of the corresponding number of ADSs in respect thereof upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of this letter agreement and any Transaction Supplement. In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, to establish procedures set forth in this letter agreement to enable the deposit of SSA Shares with the DA Custodian by, or on behalf of, any Depositor as valid deposits of Shares under the Deposit Agreement in order to enable the issuance and delivery by the DA Custodian to the order of, or on the behalf of, the relevant Depositor or any security agent, trustee, investor or counterparty, acting pursuant to the terms of a Transaction and identified as such in the relevant Transaction Supplement, as indicated in the corresponding Deposit Certification and Delivery Instruction, of the corresponding number of SSA ADSs in respect thereof upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of this letter agreement and any relevant Transaction Supplement. Nothing contained in this letter agreement shall in any way (i) obligate the Depositary, or give authority to the Depositary, to accept any Shares for deposit other than the SSA Shares described herein for deposit under the terms hereof, (ii) obligate any Depositor to deposit, or direct the deposit, of any Shares or (iii) restrict the ability of any Depositor to transfer any Shares or deposit any Shares, in each case other than contemplated herein. For the avoidance of doubt, neither the Depositary nor the Company will require any procedures for, or impose any restrictions on, the issuance, transfer or cancellation of SSA ADSs in addition to the procedures set forth in this letter agreement and any Transaction Supplement, except to the extent required by then applicable law. To the extent that either the Depositary or the Company determines after the date hereof, that an additional procedure or procedures are required by then applicable law for the issuance, transfer or cancellation of SSA ADSs in addition to the procedures set forth in this letter agreement and any Transaction Supplement, it shall promptly provide notice to all the other parties hereto and to any Depositor identified in any Transaction Supplement describing such additional procedure(s) and the reasons for such additional procedures.