Common use of Removal of Restrictions Clause in Contracts

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended. Upon receipt of such instructions and opinion of counsel, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 3 contracts

Sources: Deposit Agreement (BeiGene, Ltd.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Company may instruct the Depositary from time to time in writing that some or all of the Restricted ADSs no longer constitute “restricted securities” (within the meaning given to such term under the Securities Act and the regulations issued thereunder by the Commission). The Depositary shall remove all stop transfer notations from its records in respect of specified Designated the Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the other ADSs outstanding under the terms of the Deposit Agreement (that are not Restricted ADSs ADSs) upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsdo so, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that that, the removal of distinctions between the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding would not be inappropriate under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amendedAct. Upon (i) receipt of such instructions and opinion of counselcounsel or (ii) receipt of evidence reasonably satisfactory to the Depositary that the transfer of certain designated Restricted ADSs is covered by an effective Registration Statement under the Securities Act, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) causing the Custodian to transfer the applicable number of Restricted CPOs into the account for the Deposited Securities in respect of the ADSs that are not Restricted ADSs, and (b) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 3 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Second Amended and Restated Deposit Agreement (Cemex Sab De Cv)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended. Upon receipt of such instructions and opinion of counsel, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for Pre-Release Transactions and for inclusion in the applicable book-entry settlement system.

Appears in 2 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (BeiGene, Ltd.)

Removal of Restrictions. (a) The Company may instruct the Depositary from time to time in writing that some or all of the Restricted ADSs no longer constitute “restricted securities” (within the meaning given to such term under the Securities Act and the regulations issued thereunder by the Commission). The Depositary shall remove all stop transfer notations from its records in respect of specified Designated the Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the other ADSs outstanding under the terms of the Deposit Agreement (that are not Restricted ADSs ADSs) upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsdo so, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of distinctions between the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, ADSs does not violate U.S. securities laws and that the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933are, as amended. of a date stated therein, freely transferable and no longer “restricted securities.” Upon receipt of such instructions and opinion of counsel, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (ai) causing the Custodian to transfer the relevant number of Restricted Shares into the account for the Deposited Securities in respect of the ADSs that are not Restricted ADSs, (ii) removing the stop transfer notations on its records in respect of the applicable relevant ADSs previously identified as Designated Restricted ADSsADSs and (iii) if so requested by the Purchaser (or its representative(s)), and removing legend from the Restricted ADR identified in Section 4 above. (b) making The Depositary will no longer treat some or all of the formerly Designated Restricted ADSs eligible as “Restricted ADSs” under the terms of the Deposit Agreement upon the Depositary’s receipt, inter alia, of a written instruction of the Company reasonably satisfactory to the Depositary informing the Depositary that a resale of designated Restricted ADSs has occurred in a sale covered by an effective registration statement under the Securities Act as of the date thereof. Upon receipt of such written instruction, the Depositary shall remove all stop transfer notations from its records for inclusion the designated Restricted ADSs and take the actions contemplated in the applicable book-entry settlement system(a)(i) and (a)(iii) above.

Appears in 2 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Vested Restricted ADSs and shall treat such Designated Vested Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Vested Restricted ADSs and to treat such Designated Vested Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsAgreement, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to such Designated Vested Restricted ADSs and the corresponding Designated SharesShares may be offered and sold by such Affiliate Holder without registration under the Securities Act, and (z) payment of the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding ADS issuance and cancellation fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amendedand this Letter Agreement. Upon receipt of such instructions and instructions, opinion of counsel, and payment of fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Vested Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Vested Restricted ADSs, and (b) making the formerly Designated Vested Restricted ADSs eligible for Pre-Release Transactions and for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended, and (z) payment of the ADS issuance and cancellation fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement and this Restricted ADS Letter Agreement. Upon receipt of such instructions and instructions, opinion of counsel, and payment of fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Company may instruct the Depositary from time to time in writing that some or all of the Restricted ADSs no longer constitute "restricted securities" (within the meaning given to such term under the Securities Act and the regulations issued thereunder by the Commission). The Depositary shall remove all stop transfer notations from its records in respect of specified Designated the Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the other ADSs outstanding under the terms of the Deposit Agreement and this Letter Agreement (that are not Restricted ADSs ADSs) upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsdo so, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that that, the removal of distinctions between the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding would not be inappropriate under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amendedAct. Upon (i) receipt of such instructions and opinion of counselcounsel or (ii) receipt of evidence reasonably satisfactory to the Depositary that the transfer of certain designated Restricted ADSs is covered by an effective Registration Statement under the Securities Act, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) causing the Custodian to transfer the applicable number of Shares into the account for the Deposited Securities in respect of the ADSs that are not Restricted ADSs, and (b) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended, and (z) payment of the applicable ADS issuance and cancellation fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement and this Restricted ADS Letter Agreement. Upon receipt of such instructions and instructions, opinion of counsel, and payment of applicable fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs evidenced by Designated Restricted ADRs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not evidenced by Designated Restricted ADRs as Unrestricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs evidenced by Designated Restricted ADRs and to treat such Designated Restricted ADSs on the same terms evidenced by Designated Restricted ADRs as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted Unrestricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, Restricted Holder stating that the removal of the restrictive notations with respect relating to restrictions on transfer pursuant to the Securities Act may be removed from such specified Designated Restricted ADSs evidenced by such specified Designated Restricted ADRs and the Designated Shares, and the treatment of such Designated Restricted ADSs evidenced by Designated Restricted ADRs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended, and (z) payment by the Restricted Holder of the ADS issuance and cancellation fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement and this Restricted ADS Letter Agreement. Upon receipt of such instructions and instructions, opinion of counsel, and payment of fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs evidenced by Designated Restricted ADRs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs ADRs previously identified as Designated Restricted ADRs evidencing by Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs evidenced by Designated Restricted ADRs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) (A) an opinion of U.S. counsel to the Company or (B) an opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP or another U.S. securities counsel appointed by the Intermediary that is reasonably acceptable to the Depositary, stating, inter alia, to the effect that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, Shares may be removed in accordance with the Deposit Agreement and this Letter Agreement and that the treatment of such Designated Restricted ADSs and the Designated Shares are not subject to any greater limitations on transfer or sale by the same terms as the ADSs outstanding Intermediary under the terms of the Deposit Agreement Securities Act than Shares and ADS(s) that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amendedSecurities. Upon receipt of such instructions and opinion of counsel, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system. For avoidance of doubt, the parties agree that the conditions of this Section 9 do not apply to the circumstances set out in Section 8.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. (a) The Company may instruct the Depositary from time to time in writing that some or all of the Restricted ADSs no longer constitute “restricted securities” (within the meaning given to such term under the Securities Act and the regulations issued thereunder by the Commission). The Depositary shall remove all stop transfer notations from its records in respect of specified Designated the Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the other ADSs outstanding under the terms of the Deposit Agreement (that are not Restricted ADSs ADSs) upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsdo so, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of distinctions between the restrictive notations with respect to Designated Restricted ADSs and the Designated SharesADSs does not violate U.S. securities laws and that the Restricted ADSs are, as of a date stated therein, freely transferable and no longer “restricted securities,” and (z) a fee of $4.00 per 100 Restricted ADSs (or fraction thereof) surrendered for the cancellation of the Restricted ADSs so surrendered and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms issuance of the Deposit Agreement that are not Restricted ADSs, do not violate corresponding ADSs to the registration requirements of the U.S. Securities Act of 1933, as amendedHolder. Upon receipt of such instructions and opinion of counsel, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (ai) causing the Custodian to transfer the relevant number of Restricted Shares into the account for the Deposited Securities in respect of the ADSs that are not Restricted ADSs, (ii) removing the stop transfer notations on its records in respect of the applicable relevant ADSs previously identified as Designated Restricted ADSsADSs and (iii) if so requested by the Purchaser (or its representative(s)), and removing legend from the Restricted ADR(s) identified in Section 4 above. (b) making The Depositary will no longer treat some or all of the formerly Designated Restricted ADSs eligible as “Restricted ADSs” under the terms of the Deposit Agreement upon the Depositary’s receipt of a written instruction of the Company reasonably satisfactory to the Depositary informing the Depositary that a resale of designated Restricted ADSs has occurred in a sale covered by a registration statement effective under the Securities Act as of the date thereof. Upon receipt of written instruction, the Depositary shall remove all stop transfer notations from its records for inclusion the designated Restricted ADSs and take the actions contemplated in the applicable book-entry settlement system(a)(i) and (a)(iii) above.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. (a) The Company may instruct the Depositary from time to time in writing that some or all of the Restricted ADSs no longer constitute "restricted securities" (within the meaning given to such term under the Securities Act and the regulations issued thereunder by the Commission), including in the context of a transfer of the Restricted ADSs. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated the Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the other ADSs outstanding under the terms of the Deposit Agreement (that are not Restricted ADSs ADSs) upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsdo so, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of distinctions between the restrictive notations with respect to Designated Restricted ADSs and the Designated SharesADSs does not violate U.S. securities laws and that the Restricted ADSs are, as of a date stated therein, freely transferable and no longer "restricted securities," and (z) a fee of $0.05 per Restricted ADS (or fraction thereof) surrendered for the cancellation of the Restricted ADSs so surrendered and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms issuance of the Deposit Agreement that are not Restricted corresponding ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended. Upon receipt of such instructions and opinion of counsel, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (ai) causing the Custodian to transfer the relevant number of Restricted Shares into the account for the Deposited Securities in respect of the ADSs that are not Restricted ADSs, (ii) removing the stop transfer notations on its records in respect of the applicable relevant ADSs previously identified as Designated Restricted ADSsADSs and (iii) if so requested by the Sellers (or their representative(s)), and removing legend from the Restricted ADR(s) identified in Section 4 above. (b) making The Depositary will no longer treat some or all of the formerly Designated Restricted ADSs eligible as "Restricted ADSs" under the terms of the Deposit Agreement upon the Depositary’s receipt of a written instruction of the Company reasonably satisfactory to the Depositary informing the Depositary that a resale of designated Restricted ADSs has occurred in a sale covered by a registration statement effective under the Securities Act as of the date thereof. Upon receipt of such written instruction, the Depositary shall remove all stop transfer notations from its records for inclusion the designated Restricted ADSs and take the actions contemplated in the applicable book-entry settlement system(a)(i) and (a)(iii) above.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company Pledgee stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, Shares may be removed in accordance with the Deposit Agreement and this Letter Agreement and that the treatment of such Designated Restricted ADSs on and the same terms as the ADSs outstanding under the terms of the Deposit Agreement that Designated Shares are not Restricted ADSs, do not violate the registration requirements of subject to any greater limitations on transfer or sale under the U.S. Securities Act of 1933, as amended, than Shares and ADSs that are not Restricted Securities. Upon receipt of such instructions and opinion of counsel, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for Pre-Release Transactions and for inclusion in the applicable book-entry settlement system. For avoidance of doubt, the parties agree that the conditions of this Section 9 do not apply to the circumstances set out in Section 8.

Appears in 1 contract

Sources: Deposit Agreement (BeiGene, Ltd.)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted Unvested Unrestricted ADSs and shall treat such Designated Restricted Unvested Unrestricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted Unvested Unrestricted ADSs and to treat such Designated Restricted Unvested Unrestricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal payment of the restrictive notations with respect to Designated Restricted ADSs ADS issuance and the Designated Sharescancellation fees, taxes and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding expenses otherwise payable under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amendedand this Letter Agreement. Upon receipt of such instructions and opinion payment of counselfees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted Unvested Unrestricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted Unvested Unrestricted ADSs, and (b) making the formerly Designated Restricted Unvested Unrestricted ADSs eligible for Pre-Release Transactions and for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) (A) an opinion of U.S. counsel to the Company or (B) an opinion of [●] or another U.S. securities counsel appointed by the Intermediary that is reasonably acceptable to the Depositary, stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, Shares may be removed in accordance with the Deposit Agreement and this Letter Agreement and that the treatment of such Designated Restricted ADSs and the Designated Shares are not subject to any greater limitations on transfer or sale by the same terms as the ADSs outstanding Intermediary under the terms of the Deposit Agreement Securities Act than Shares and ADS(s) that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amendedSecurities. Upon receipt of such instructions and opinion of counsel, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system. For avoidance of doubt, the parties agree that the conditions of this Section 9 do not apply to the circumstances set out in Section 8.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended, and (z) payment of the applicable ADS issuance and cancellation fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement and this Amended and Restated Restricted ADS Letter Agreement. Upon receipt of such instructions and instructions, opinion of counsel, and payment of applicable fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act Act, and (z) payment of 1933the applicable ADS issuance and cancellation fees, as amendedtaxes and expenses otherwise payable under the terms of the Deposit Agreement and this Restricted ADS Letter Agreement. Upon receipt of such instructions and instructions, opinion of counsel, and payment of applicable fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, Shares may be removed in accordance with the Deposit Agreement and this Letter Agreement and that the treatment of such Designated Restricted ADSs on and the same terms as the ADSs outstanding under the terms of the Deposit Agreement that Designated Shares are not Restricted ADSs, do not violate the registration requirements of subject to any limitations on transfer or sale under the U.S. Securities Act of 1933, as amendedamended . Upon receipt of such instructions and opinion of counsel, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for Pre-Release Transactions and for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of any specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the Unrestricted ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (xw) written instructions from the Company to so remove all stop transfer notations from its records in respect of such specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the Unrestricted ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsAgreement, and (yx) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Restricted Shares, and the treatment of such Designated Restricted ADSs on the same terms as the Unrestricted ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsAgreement, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended, (y) payment of the applicable ADS issuance and cancellation fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement, this Restricted ADS Letter Agreement and the applicable RADS Series Supplements, and (z) the satisfaction of such other conditions and the delivery and execution of such other certificates, instruments, or documents contemplated by the applicable RADS Series Supplements. Upon receipt of such instructions and instructions, opinion of counsel, certificates, instruments, and other documents, and payment of the applicable fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the Unrestricted ADSs that are not Restricted ADSsoutstanding under the terms of the Deposit Agreement, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove some or all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (xw) written instructions from the Company to so remove all the specified stop transfer notations from its records in respect of specified Designated Restricted ADSs and and, if applicable, to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (yx) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Restricted Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended, (y) payment of the ADS issuance and cancellation fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement and this Restricted ADS Letter Agreement, and (z) the satisfaction of such other conditions and the delivery and execution of such other certificates, instruments, or documents contemplated by the applicable Series Exhibit. Upon receipt of such instructions and instructions, opinion of counsel, certificates, instruments, and other documents, and payment of fees, taxes and expenses, the Depositary shall take all actions necessary to remove the specified transfer restriction and, if applicable, any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of any specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (xw) written instructions from the Company to so remove all stop transfer notations from its records in respect of such specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (yx) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Restricted Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act Act, (y) payment of 1933the applicable ADS issuance and cancellation fees, as amendedtaxes and expenses otherwise payable under the terms of the Deposit Agreement and this Restricted ADS Letter Agreement, and (z) the satisfaction of such other conditions and the delivery and execution of such other certificates, instruments, or documents contemplated by the applicable Series Exhibit. Upon receipt of such instructions and instructions, opinion of counsel, certificates, instruments, and other documents, and payment of fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system, and (c) notwithstanding anything contained herein to the contrary, directing the Custodian to remove any distinctions previously existing between the applicable Designated Shares and the other Deposited Securities held by the Custodian in respect the ADSs that are not Restricted ADSs.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (y) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended, and (z) payment of the ADS issuance and cancellation fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement and this Restricted ADS Letter Agreement. Upon receipt of such instructions and instructions, opinion of counsel, and payment of fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for Pre-Release Transactions and for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Company may instruct the Depositary from time to time in writing that some or all of the Restricted ADSs no longer constitute "restricted securities" (within the meaning given to such term under the Securities Act and the regulations issued thereunder by the Commission). The Depositary shall remove all stop transfer notations from its records in respect of specified Designated the Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the other ADSs outstanding under the terms of the Deposit Agreement and this Exchange Letter Agreement (that are not Restricted ADSs ADSs) upon receipt of (xi) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsdo so, and (yii) an opinion of U.S. counsel to the Company stating, inter alia, that that, the removal of distinctions between the restrictive notations with respect to Designated Restricted ADSs and the Designated Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding would not be inappropriate under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amendedAct. Upon (a) receipt of such instructions and opinion of counselcounsel or (b) receipt of evidence reasonably satisfactory to the Depositary that the transfer of certain designated Restricted ADSs is covered by an effective Registration Statement under the Securities Act, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (ax) causing the Custodian to transfer the applicable number of Shares into the account for the Deposited Securities in respect of the ADSs that are not Restricted ADSs, and (y) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Exchange Letter Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs upon receipt of (xw) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, and (yx) an opinion of U.S. counsel to the Company stating, inter alia, that the removal of the restrictive notations with respect to Designated Restricted ADSs and the Designated Restricted Shares, and the treatment of such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amended, (y) payment of the ADS issuance and cancellation fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement and this Restricted ADS Letter Agreement, and (z) the satisfaction of such other conditions and the delivery and execution of such other certificates, instruments, or documents contemplated by the applicable Series Exhibit. Upon receipt of such instructions and instructions, opinion of counsel, certificates, instruments, and other documents, and payment of fees, taxes and expenses, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the ADSs that are not Restricted ADSs, including, without limitation, by (a) removing the stop transfer notations on its records in respect of the applicable ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Removal of Restrictions. The Company may instruct the Depositary from time to time in writing that some or all of the Restricted ADSs no longer constitute "restricted securities" (within the meaning given to such term under the Securities Act and the regulations issued thereunder by the Commission), including without limitation following the effectiveness of any registration statement covering the resale of the Preferred Shares and ADSs representing the Preferred Shares. The Depositary shall remove all stop transfer notations from its records in respect of specified Designated the Restricted ADSs and shall treat such Designated Restricted ADSs on the same terms as the other Preferred ADSs outstanding under the terms of the Preferred Share Deposit Agreement and this Letter Agreement (that are not Restricted ADSs ADSs) upon receipt of (x) written instructions from the Company to so remove all stop transfer notations from its records in respect of specified Designated Restricted ADSs and to treat such Designated Restricted ADSs on the same terms as the ADSs outstanding under the terms of the Deposit Agreement that are not Restricted ADSsdo so, and (y) an opinion of U.S. counsel to the Company statingconfirming, inter alia, that that, a registration statement covering the removal resale of the restrictive notations with respect to Designated Restricted Preferred Shares, the Preferred ADSs representing the Preferred Shares and the Designated Shares, Ordinary Shares created and the treatment of such Designated Restricted Ordinary ADSs on the same terms as the ADSs outstanding under the terms issuable upon conversion (through consolidation and redesignation) of the Deposit Agreement that are not Restricted ADSs, do not violate the registration requirements of the U.S. Securities Act of 1933, as amendedPreferred Shares has been declared effective. Upon (i) receipt of such instructions and opinion of counselcounsel or (ii) receipt of evidence reasonably satisfactory to the Depositary that the transfer of certain designated Restricted ADSs is covered by an effective Registration Statement under the Securities Act, the Depositary shall take all actions necessary to remove any distinctions previously existing between the applicable Designated Restricted ADSs and the Preferred ADSs that are not Restricted ADSs, including, without limitation, by (a) causing the Custodian to credit the applicable number of Preferred Shares to the account for the Deposited Securities in respect of the Preferred ADSs that are not Restricted ADSs, and (b) removing the stop transfer notations on its records in respect of the applicable Preferred ADSs previously identified as Designated Restricted ADSs, and (b) making the formerly Designated Restricted ADSs eligible for inclusion in the applicable book-entry settlement system.

Appears in 1 contract

Sources: Letter Agreement (Citibank,N.A./ADR)