ORDERS OF COMPETENT GOVERNMENTAL ENTITIES.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, EACH OF THE COMPANY, TH AND PCLN SUB SHALL,
WHEN REQUIRED IN ORDER TO
10
EFFECT THE TRANSACTIONS CONTEMPLATED HEREUNDER, MAKE ALL NECESSARY FILINGS, AND
THEREAFTER MAKE ANY OTHER REQUIRED OR APPROPRIATE SUBMISSIONS AND SHALL SUPPLY
AS PROMPTLY AS PRACTICABLE TO THE APPROPRIATE GOVERNMENTAL ENTITY ANY ADDITIONAL
INFORMATION AND DOCUMENTARY MATERIAL THAT MAY BE REQUESTED.
EACH OF THE
COMPANY, TH AND PCLN SUB SHALL COOPERATE WITH THE OTHER WHEN REQUIRED IN ORDER
TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREUNDER.
SECTION 2.7.
EXERCISE OF TH OPTION.
TH SHALL
PROVIDE TO THE COMPANY AND PCLN SUB AT LEAST FIVE (5) BUSINESS DAYS' PRIOR
WRITTEN NOTICE OF ANY EXERCISE OF THE TH OPTION, INDICATING THE NUMBER OF TH
OPTION SHARES TH INTENDS TO SUBSCRIBE FOR AND THE DATE ON WHICH SUCH
SUBSCRIPTION SHALL BE MADE.
ON THE DATE OF ANY SUCH EXERCISE, TH SHALL DELIVER
TO THE COMPANY, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT
SPECIFIED BY THE COMPANY, CASH IN AN AMOUNT EQUAL TO THE EXERCISE PRICE
PREVAILING AT THE TIME MULTIPLIED BY THE NUMBER OF TH OPTION SHARES BEING
PURCHASED, AND THE COMPANY SHALL (I) ISSUE AND ALLOT TO TH THE TH OPTION SHARES
BEING SUBSCRIBED FOR, SUCH SHARES SHALL
BE ISSUED AS FULLY PAID AND SHALL BE
FREE FROM ANY ENCUMBRANCE, AND (II) DELIVER TO TH, A SHARE CERTIFICATE OR SHARE
CERTIFICATE(S) AS MAY BE REQUESTED BY TH REPRESENTING THE TH OPTION SHARES BEING
SUBSCRIBED FOR.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to TH and PCLN SUB as follows:
SECTION 3.1.
ORGANIZATION.
THE COMPANY IS A
COMPANY DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE CAYMAN ISLANDS.
SECTION 3.2.
CORPORATE AUTHORITY AND DUE
AUTHORIZATION.
(A)
THE COMPANY HAS FULL POWER AND AUTHORITY TO
EXECUTE, DELIVER AND PERFORM THIS AGREEMENT; AND
(B)
THIS AGREEMENT HAS BEEN DULY AND VALIDLY
AUTHORIZED, EXECUTED AND DELIVERED BY THE COMPANY AND CONSTITUTES A VALID AND
BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE
WITH ITS TERMS, EXCEPT THAT (I) THE ENFORCEABILITY HEREOF MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW OR
HEREAFTER IN EFFECT AFFECTING CREDITORS' RIGHTS AND (II) THE REMEDY OF SPECIFIC
PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO
CERTAIN EQUITABLE DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE WHICH ANY
PROCEEDINGS THEREFOR MAY BE BROUGHT.
SECTION 3.3.
SHARE CAPITAL OF COMPANY.
AS OF
THE CLOSING, AFTER GIVING EFFECT TO THE TRANSACTIONS, THE AUTHORIZED SHARE
CAPITAL OF THE COMPANY SHALL BE $24,530,000 DIVIDED INTO 122,650,000 SHARES, AND
THE OUTSTANDING ISSUED SHARE CAPITAL OF THE COMPANY SHALL CONSIST OF 109,485,548
SHARES AND (I) THERE ARE NO OTHER OUTSTANDING SHARES OR OTHER SECURITIES OF THE
COMPANY, (II) EXCEPT FOR THE WARRANTS AND THE TH OPTION, NO SUBSCRIPTION,
WARRANT, OPTION, CONVERTIBLE SECURITY OR OTHER RIGHT (CONTINGENT OR OTHERWISE)
TO PURCHASE OR OTHERWISE ACQUIRE, DIRECTLY OR