TO PURCHASE THE EQUITY
INTERESTS HEREUNDER AND TO CARRY OUT AND PERFORM ITS OBLIGATIONS UNDER THE TERMS
OF THE TRANSACTION DOCUMENTS.
ALL ACTION ON THE PART OF THE INVESTOR NECESSARY
FOR THE AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION
DOCUMENTS, AND THE PERFORMANCE OF ALL OF THE INVESTOR'S OBLIGATIONS UNDER THE
TRANSACTION DOCUMENTS, HAS BEEN TAKEN OR WILL BE TAKEN PRIOR TO THE CLOSING.
3.2
INVESTMENT PURPOSE.
THE INVESTOR REPRESENTS THAT THE EQUITY
INTERESTS TO BE RECEIVED BY IT WILL BE ACQUIRED FOR INVESTMENT FOR ITS OWN
ACCOUNT, NOT AS A NOMINEE OR AGENT, AND NOT WITH A VIEW TO THE SALE OR
DISTRIBUTION OF ANY PART THEREOF, AND THAT IT HAS NO PRESENT INTENTION OF
SELLING, GRANTING ANY PARTICIPATION IN OR OTHERWISE DISTRIBUTING THE SAME.
3.3
NO PUBLIC MARKET.
THE INVESTOR UNDERSTANDS THAT NO PUBLIC MARKET
NOW EXISTS FOR ANY OF THE EQUITY INTERESTS ISSUED BY THE COMPANY AND THAT THE
COMPANY HAS MADE NO ASSURANCES THAT A PUBLIC MARKET WILL EVER EXIST FOR THE
COMPANY'S SECURITIES.
SECTION 4
CONDITIONS TO INVESTOR'S OBLIGATIONS TO CLOSE
The Investor's obligation to purchase the equity interests at the Closing is
subject to the fulfillment on or before the Closing of each of the following
conditions unless waived in writing by the Investor:
4.1
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES MADE BY THE COMPANY IN SECTION 2 (AS MODIFIED BY THE DISCLOSURES ON
DISCLOSURE SCHEDULES) SHALL BE TRUE AND CORRECT AS OF THE DATE OF SUCH CLOSING.
4.2
COVENANTS.
ALL COVENANTS, AGREEMENTS AND CONDITIONS CONTAINED IN
THIS AGREEMENT TO BE PERFORMED BY THE COMPANY ON OR PRIOR TO THE CLOSING SHALL
HAVE BEEN PERFORMED OR COMPLIED WITH.
4.3
NO MATERIAL ADVERSE EFFECT.
NO EVENT OR EVENTS SHALL HAVE
OCCURRED, OR COULD REASONABLY BE EXPECTED TO OCCUR, WHICH, INDIVIDUALLY OR IN
THE AGGREGATE, HAVE, OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE
EFFECT ON THE COMPANY.
4.4
TRANSACTION DOCUMENTS.
THE COMPANY AND THE INVESTOR SHALL HAVE
EXECUTED AND DELIVERED EACH OF THE TRANSACTION DOCUMENTS, PROVIDED THAT EACH
SUCH AGREEMENT SHALL BE IN A FINAL FORM THAT IS ACCEPTABLE TO THE INVESTOR IN
THE INVESTOR'S SOLE DISCRETION.
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4.5
REGULATORY APPROVAL.
ALL AUTHORIZATION, APPROVALS AND PERMITS OF
ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY THAT ARE REQUIRED TO BE OBTAINED
IN CONNECTION WITH THE SALE OF EQUITY INTERESTS PURSUANT TO THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO, THE CERTIFICATE OF APPROVAL FOR ESTABLISHMENT OF
ENTERPRISES WITH FOREIGN INVESTMENT IN THE PEOPLE'S REPUBLIC OF CHINA AND THE
BUSINESS LICENSE THAT APPROVE AND EVIDENCE THE INCREASED REGISTERED CAPITAL,
SHALL HAVE BEEN DULY OBTAINED AND SHALL BE EFFECTIVE AS OF THE CLOSING.
4.6
OFFICER'S CERTIFICATE
THE COMPANY SHALL HAVE DELIVERED TO THE
INVESTOR AN OFFICER'S CERTIFICATE, EXECUTED BY THE PRESIDENT OF THE COMPANY,
DATED THE CLOSING DATE, IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT D,
CERTIFYING THE SATISFACTION OF THE CONDITIONS TO CLOSING LISTED IN THIS
SECTION 4 AND THE TRUE AND CORRECTNESS OF (I) THE RESTATED ARTICLES AS IN EFFECT
AT THE