UNDER SUCH ACT, OR UNLESS THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."
(B)
ANY LEGEND IMPOSED OR REQUIRED BY THE COMPANY'S MEMORANDUM OF
ASSOCIATION, ARTICLES OF ASSOCIATION, THE SHAREHOLDERS AGREEMENT OR ANY OTHER
APPLICABLE SECURITIES LAWS.
SECTION 4.
CONDITIONS PRECEDENT TO INVESTOR'S OBLIGATIONS.
The obligations of the Investor under Section 1.1 of this Agreement are subject
to the fulfillment to the Investor's satisfaction of each of the following
conditions as of the Closing Date (unless otherwise indicated):
4.1
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES
OF THE COMPANY CONTAINED IN SECTION 2 AND OTHERWISE MADE BY THE COMPANY IN
WRITING IN CONNECTION WITH THE CLOSING SHALL BE TRUE, CORRECT AND COMPLETE IN
ALL MATERIAL RESPECTS ON AND AS OF THE CLOSING DATE.
4.2
PERFORMANCE; DUE DILIGENCE.
THE COMPANY SHALL HAVE PERFORMED AND
COMPLIED WITH ALL AGREEMENTS, OBLIGATIONS, AND CONDITIONS CONTAINED IN THIS
AGREEMENT THAT ARE REQUIRED TO BE PERFORMED OR COMPLIED WITH BY IT.
AS OF THE
CLOSING DATE, THE INVESTOR SHALL HAVE BEEN SATISFIED IN ITS SOLE DISCRETION WITH
ITS DUE DILIGENCE EXAMINATION OF THE BUSINESS, PROSPECTS, FINANCIAL CONDITION,
OPERATIONS, PROPERTY AND AFFAIRS OF THE COMPANY.
4.3
NO MATERIAL ADVERSE CHANGE.
THERE SHALL NOT HAVE OCCURRED ANY
MATERIAL CHANGE, OR EVENT, DEVELOPMENT, OR CHANGE OF CIRCUMSTANCE THAT
CONSTITUTES OR COULD REASONABLY BE EXPECTED TO CONSTITUTE, INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE CHANGE IN THE BUSINESS OPERATIONS, PROPERTIES,
ASSETS, LIABILITIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR PROSPECTS OF
THE COMPANY.
15
4.4
CONVERSION OF PREFERENCE SHARES.
ANY AND ALL ISSUED AND
OUTSTANDING PREFERENCE SHARES SHALL HAVE BEEN CONVERTED INTO ORDINARY SHARES OF
THE COMPANY AND NO OUTSTANDING SHARES OF THE COMPANY SHALL HAVE ANY RIGHTS
SUPERIOR TO THOSE OF THE ORDINARY SHARES.
4.5
QUALIFICATIONS.
ALL AUTHORIZATIONS, APPROVALS, OR PERMITS, IF ANY,
OF ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OF THE UNITED STATES OR OTHER
COUNTRY OR OF ANY STATE THAT ARE REQUIRED IN CONNECTION WITH THE LAWFUL ISSUANCE
AND SALE OF THE SHARES PURSUANT TO THIS AGREEMENT SHALL BE DULY OBTAINED AND
EFFECTIVE.
4.6
CONSENTS, WAIVERS, ETC.
THE COMPANY SHALL HAVE OBTAINED ALL
CONSENTS OR WAIVERS, IF ANY, NECESSARY TO EXECUTE AND DELIVER THIS AGREEMENT AND
THE SHAREHOLDERS AGREEMENT AND ISSUE THE SHARES, AND TO CARRY OUT THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ALL SUCH CONSENTS AND WAIVERS
SHALL BE IN FULL FORCE AND EFFECT.
ALL CORPORATE AND OTHER ACTIONS OR
PROCEEDINGS AND GOVERNMENTAL FILINGS NECESSARY TO EFFECTUATE THE TERMS OF THIS
AGREEMENT, THE SHAREHOLDERS AGREEMENT, AND THE OTHER AGREEMENTS AND INSTRUMENTS
EXECUTED AND DELIVERED BY THE COMPANY IN CONNECTION HEREWITH SHALL HAVE BEEN
MADE OR TAKEN, AND SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
INVESTOR, EXCEPT FOR ANY POST-SALE FILING THAT MAY BE REQUIRED UNDER APPLICABLE
LAWS.
IN ADDITION TO THE DOCUMENTS SET FORTH BELOW IN SECTION 4.7, THE COMPANY
SHALL HAVE PROVIDED TO THE INVESTOR ANY OTHER INFORMATION, COUNTERPART ORIGINAL
AND/OR CERTIFIED OR OTHER