SIGNIFICANT LOSSES SUFFERED BY THE COMPANY IN [**]
CONSECUTIVE YEARS OR ACCUMULATED LOSSES OF UP TO [**]% OF THE SHARE CAPITAL OF
THE COMPANY AND, AFTER CONSULTATIONS, THE
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PARTIES ARE UNABLE TO AGREE ON A METHOD TO IMPROVE THE ECONOMIC SITUATION OF THE
COMPANY TO THE EXTENT SATISFACTORY TO BOTH PARTIES;
(B)
INABILITY OF THE COMPANY TO CONTINUE
OPERATIONS FOR A CONTINUOUS PERIOD OF SIX (6) CONSECUTIVE MONTHS OR MORE BECAUSE
OF AN EVENT OF FORCE MAJEURE;
(C)
ANY GOVERNMENT AUTHORITY HAVING AUTHORITY
OVER EITHER PARTY OR THE COMPANY REQUIRES ANY PROVISION OF THIS CONTRACT TO BE
REVISED IN SUCH A WAY AS TO CAUSE SIGNIFICANT ADVERSE CONSEQUENCES TO THE
COMPANY OR EITHER PARTY;
(D)
ANY APPROVAL, PERMIT, LICENSE, CERTIFICATE,
WAIVER OR RIGHT MATERIALLY AFFECTING THE COMPANY'S ABILITY TO CONDUCT THE FULL
SCOPE OF ACTIVITIES CONTEMPLATED IN THIS CONTRACT IS NOT OBTAINED OR IS DECLARED
VOID, RESCINDED OR AMENDED IN A MATERIALLY ADVERSE MANNER;
(E)
EXPROPRIATION OR REQUISITION OF ALL OR A
MATERIAL PORTION OF THE ASSETS OR PROPERTY OF THE COMPANY IN THE PRC, WITH THE
EFFECT THAT THE OPERATIONS OF THE COMPANY ARE, IN THE REASONABLE OPINION OF
EITHER PARTY, MATERIALLY ADVERSELY AFFECTED;
(F)
ISSUANCE OF AN ORDER BY THE PRC
GOVERNMENT TO CEASE OPERATIONS BECAUSE OF SERIOUS VIOLATIONS BY THE COMPANY OF
PRC LAW;
(G)
THE COMPANY IS SUBJECT TO AN INSOLVENCY
EVENT;
(H)
THE COMPANY IS UNABLE TO OBTAIN FINANCING
FOR OPERATIONS; AND
(I)
A DEADLOCK REMAINS UNRESOLVED AFTER THE
PARTIES HAVE ATTEMPTED, IN GOOD FAITH, THE DEADLOCK RESOLUTION PROCEDURE
PURSUANT TO ARTICLE 20.2.
24.1.2
BREACH TERMINATION EVENTS.
THE FOLLOWING EVENTS SHALL BE
DEFINED AS THE "BREACH TERMINATION EVENTS":
(A)
A MATERIAL BREACH BY, OR FAILURE OF EITHER
PARTY TO PERFORM ITS OBLIGATIONS UNDER THIS CONTRACT OR THE FAILURE OF ANY PARTY
TO AN ANCILLARY AGREEMENT TO PERFORM ITS OBLIGATIONS UNDER SUCH CONTRACT IF, IN
THE REASONABLE OPINION OF THE NON-BREACHING PARTY OR, IN THE CASE OF AN
ANCILLARY AGREEMENT, THE NON-BREACHING PARTY TO SUCH ANCILLARY AGREEMENT WHICH
IS ALSO A PARTY TO THIS CONTRACT OR THE COMPANY, SUCH NON-PERFORMANCE DEFEATS
THE ECONOMIC OBJECTIVES OF THIS CONTRACT AND OF THE ESTABLISHMENT OF THE COMPANY
OR CREATES A MATERIAL RISK OF LOSS TO SUCH NON-BREACHING PARTY OR, IN THE CASE
OF AN ANCILLARY AGREEMENT, THE NON-BREACHING PARTY TO SUCH ANCILLARY AGREEMENT
WHICH IS ALSO A PARTY TO THIS CONTRACT, OR THE COMPANY OR MATERIALLY AND
ADVERSELY AFFECTS THE VALUE OF ITS INTEREST IN THE COMPANY;
(B)
FAILURE OF EITHER PARTY TO MAKE ITS
CONTRIBUTIONS IN ACCORDANCE WITH ARTICLE 6.2 WHERE SUCH FAILURE CONTINUES FOR A
PERIOD OF MORE THAN [**] MONTHS;
(C)
FAILURE OF ANY OF THE CONDITIONS SET FORTH
IN ARTICLE 6.5 TO BE SATISFIED WITHIN [**] DAYS AFTER THE ESTABLISHMENT DATE;
36
(D)
A PARTY IS SUBJECT TO AN INSOLVENCY EVENT
AND THE PARTY THAT IS NOT THE AFFECTED PARTY GIVES THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE OF TERMINATION TO THE AFFECTED PARTY;
(E)
PURSUANT TO ARTICLE 8.3.2, THE NON-ACQUIRED
PARTY HAS