OF IAPL AND NO FURTHER
ACTION IS REQUIRED BY IAPL IN CONNECTION THEREWITH, OTHER THAN AS EXPLICITLY SET
FORTH IN SECTION 3.2(D) OF THIS AGREEMENT.
EACH SUCH TRANSACTION DOCUMENT, TO
THE EXTENT REQUIRED, HAS BEEN (OR UPON DELIVERY THEREOF WILL HAVE BEEN) DULY
EXECUTED BY IAPL AND, WHEN DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF, WILL
CONSTITUTE THE VALID AND BINDING OBLIGATION OF IAPL ENFORCEABLE AGAINST IAPL IN
ACCORDANCE WITH ITS TERMS EXCEPT (I) AS LIMITED BY APPLICABLE TIME BAR,
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL
APPLICATION AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, (II) AS
LIMITED BY LAWS RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE
RELIEF OR OTHER EQUITABLE REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND
CONTRIBUTION PROVISIONS MAY BE LIMITED BY APPLICABLE LAW.
(C)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
TRANSACTION DOCUMENTS REQUIRED TO BE EXECUTED BY IT IN CONNECTION WITH THIS
AGREEMENT BY IAPL, THE ISSUANCE AND ALLOTMENT OF THE SHARES AND THE CONSUMMATION
BY THE COMPANY OF THE OTHER TRANSACTIONS CONTEMPLATED THEREBY DO NOT AND WILL
NOT (I) CONFLICT WITH OR VIOLATE ANY PROVISION OF IAPL'S MEMORANDUM OF
ASSOCIATION OR ARTICLES OF ASSOCIATION, OR (II) SUBJECT TO THE APPROVALS SET
FORTH IN SECTION 3.2(D), CONFLICT WITH OR RESULT IN A VIOLATION OF ANY LAW,
RULE, REGULATION, ORDER, JUDGMENT, INJUNCTION, DECREE OR OTHER RESTRICTION OF
ANY COURT OR GOVERNMENTAL
19
AUTHORITY TO WHICH IAPL IS SUBJECT (INCLUDING ASSUMING THE ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS SET FORTH IN SECTION 3.3
HEREOF, THE SECURITIES LAWS AND REGULATIONS OF THE REPUBLIC OF SINGAPORE), OR BY
WHICH ANY PROPERTY OR ASSET OF IAPL IS BOUND OR AFFECTED, EXCEPT IN THE CASE OF
CLAUSE (II) SUCH AS WOULD NOT RESULT IN A MATERIAL ADVERSE EFFECT.
(D)
FILINGS, CONSENTS AND APPROVALS.
IAPL IS NOT REQUIRED TO OBTAIN
ANY CONSENT, WAIVER, AUTHORIZATION OR ORDER OF, GIVE ANY NOTICE TO, OR MAKE ANY
FILING OR REGISTRATION WITH, ANY COURT OR OTHER GOVERNMENTAL AUTHORITY IN THE
REPUBLIC OF SINGAPORE OR OTHER PERSON IN CONNECTION WITH THE EXECUTION, DELIVERY
AND PERFORMANCE BY IAPL OF THE TRANSACTION DOCUMENTS REQUIRED TO BE EXECUTED BY
IT IN CONNECTION WITH THIS AGREEMENT, OTHER THAN FILING OR LODGING SUCH NOTICES,
RETURNS AND OTHER DOCUMENTS AS MAY BE REQUIRED BY THE ACCOUNTING AND CORPORATE
REGULATORY AUTHORITY OF SINGAPORE.
(E)
ISSUANCE OF THE SHARES.
THE SHARES, WHEN ISSUED AND PAID FOR IN
ACCORDANCE WITH THE TRANSACTION DOCUMENTS, WILL BE DULY AND VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE, AND ON ALLOTMENT RANK PARI PASSU IN ALL RESPECTS
WITH THE EXISTING ORDINARY SHARES OF IAPL, FREE AND CLEAR OF ALL LIENS IMPOSED
BY IAPL OTHER THAN RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE MEMORANDUM OF
ASSOCIATION AND THE ARTICLES OF ASSOCIATION OF IAPL AND THE TRANSACTION
DOCUMENTS.
(F)
CAPITALIZATION.
THE SHARE CAPITAL OF IAPL CONSISTS OF
[
] ORDINARY SHARES AND NO PREFERENCE SHARES, OF WHICH
[
] ORDINARY SHARES ARE ISSUED AND FULLY PAID UP PRIOR TO THE
CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREIN.