Common use of CLOSING AND FUNDING Clause in Contracts

CLOSING AND FUNDING. (a) The funding and closing of the Exchangeable Notes (the “Closing”) as contemplated by this Agreement shall take place at the office of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇, 34th Floor, Two Exchange Square, 8 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, at 9:00 am (Beijing time) on the third Business Day following the date when all conditions to the Closing under Section 7 hereof have been satisfied or duly waived, or at such other time, on such other date or at such other location as is agreed by the Parties in writing (the “Closing Date”). (b) At the Closing, the Investors shall respectively but simultaneously pay to the Paying Agent, by wire transfer in immediately available funds, or by other payment methods mutually agreed in writing among the Acquisition Vehicle and the Investors prior to the Closing, an amount in the aggregate equal to the Principal Amount in accordance with Schedule A attached hereto. Notwithstanding anything to the contrary herein, the obligations of the Acquisition Vehicle at the Closing under this Section 2 are subject to each of the Investors effecting the Closing. In no event shall the Acquisition Vehicle be obligated or required to issue the Exchangeable Notes at the Closing in accordance with this Section 2 for an aggregate amount less than the Principal Amount. (c) The amounts of the Exchangeable Notes to be respectively subscribed by each Investor will be issued free and clear of, and without deduction or withholding for taxes, levies, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments. (d) At the Closing, the Acquisition Vehicle shall deliver, or cause to be delivered, to the Investors the following: (i) the Exchangeable Notes dated the Closing Date in the respective amounts loaned by each Investor pursuant to the Exchangeable Notes and totaling, in aggregate, the amount of the Principal Amount; (ii) the certificates, documents and instruments to be delivered to substantiate the satisfaction of each of the conditions under Section 7 hereof; and (iii) such other documents as the Investors may reasonably request.

CLOSING AND FUNDING. (a) The funding and closing of the Exchangeable Notes issuance and subscription of the Shares and the Convertible Note (the “Closing”) as contemplated by this Agreement shall take place at the office of TSkadden, Arps, Slate, ▇▇▇▇▇▇▇ S▇▇▇▇▇▇, 34th Floor, Two Exchange Square, 8 ▇▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇, ▇▇/▇, ▇▇▇▇▇ World Office 2 | ▇▇. ▇, ▇▇▇▇ ▇▇▇▇▇ Men Wai Avenue, Beijing, commencing at 9:00 am (Beijing time) on the third second (2nd) Business Day following the date when all conditions to the Closing under Section 7 hereof have been satisfied or duly waived, or at such other time, on such other date or at such other location as is agreed by the Parties in writing (the “Closing Date”). (b) At the Closing, the Investors Investor shall respectively but simultaneously pay to the Paying Agentorder of the Issuer, by wire transfer in immediately available funds, or by other payment methods mutually agreed in writing among between the Acquisition Vehicle Issuer and the Investors Investor prior to the Closing, an amount in the aggregate equal to $35,990,155, of which $ 5,990,155 shall be treated as the Principal Amount in accordance with Schedule A attached heretosubscription price for the Shares (“Share Subscription Price”) and $30,000,000 shall be treated as the subscription price for the Convertible Note. Notwithstanding anything to the contrary herein, the obligations of the Acquisition Vehicle Issuer at the Closing under this Section 2 are subject to each the Investor effecting the payment and the Issuer’s receipt of the Investors effecting Share Subscription Price and the ClosingPrincipal Amount. In no event shall the Acquisition Vehicle Issuer be obligated or required to issue the Exchangeable Notes at Shares or the Closing in accordance with this Section 2 for an aggregate amount less than Convertible Note except where the Issuer shall have received from the Investor the Share Subscription Price or the Principal Amount, as the case may be. (c) The amounts of the Exchangeable Notes to be respectively subscribed by each Investor will be issued free and clear of, and without deduction or withholding for taxes, levies, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments. (d) At the Closing, the Acquisition Vehicle Issuer shall deliver, or cause to be delivered, to the Investors Investor the following: (i) a share certificate in definitive form and registered in the Exchangeable Notes name of the Investor, representing of the 175,836,255 duly authorized and validly issued Shares to be subscribed by the Investor at Closing; (ii) a copy of the register of members of the Issuer, as certified by a director or an executive officer of the Issuer and updated to reflect the subscription by the Investor of the 175,836,255 Shares as provided herein; and (iii) the Convertible Note dated the Closing Date in the respective amounts loaned by each Investor pursuant Principal Amount. (d) Notwithstanding anything to the Exchangeable Notes and totaling, in aggregatecontrary herein, the amount obligations of the Principal Amount; (ii) Investor at the certificates, documents and instruments Closing under this Agreement are subject to the closing of other transactions under the each of applicable Transaction Documents. In no event shall the Investor be delivered obligated or required to substantiate purchase the satisfaction of Shares or the Convertible Note except where the conditions set forth in each of the conditions under Section 7 hereof; and (iii) such other documents as Transaction Documents have been satisfied or waived by the Investors may reasonably requestInvestor.