Common use of Conditions to Subscriber's Obligations Clause in Contracts

Conditions to Subscriber's Obligations. 3.1 The obligation of Subscriber to close the transaction contemplated by this Agreement (the “Transaction”) is subject to the satisfaction on or prior to the Closing Date of the following conditions set forth in this Section 3: (a) The Company shall have executed this Agreement and the Registration Rights Agreement (b) The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.1(e) below in a form reasonably acceptable to Subscriber. (c) Subscriber shall have received copies of all documents and information which it may have reasonably requested in connection with the Offering. (d) The Company shall have caused its legal counsel to deliver to Subscriber a legal opinion in substantially the form attached hereto as Appendix II. (e) No stop order or suspension of trading shall have been imposed by the SEC or any other governmental regulatory body with respect to public trading in the Common Stock. (f) The representations and warranties of the Company shall be true and correct on and as of the Closing Date as though made on and as of such date; the Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and Subscriber shall have received on the Closing Date a certificate to the foregoing effects executed by the President or the Chief Financial Officer of the Company. (g) If so requested by Subscriber, the Company shall have delivered to the custodian for the Subscriber duly executed certificates, registered in the name of Subscriber’s nominee, representing the Shares. (h) Each officer, director and holder of 10% or more of the Common Stock shall have executed and delivered to Subscriber a Lock-up Agreement in the form attached hereto as Appendix III.

Conditions to Subscriber's Obligations. 3.1 The obligation of the Subscriber to close the transaction transactions contemplated by this Agreement (the “Transaction”"TRANSACTION") is subject to the satisfaction on or prior to the date of the Closing Date (as hereinafter defined) of the following conditions set forth in this Section 3:Sections 3.2 through 3.13 hereof. 3.2 The (ai) The representations and warranties made by the Company herein shall be true in all material respects on and as of the Closing Date with the same effect as if they had been made on and as of the Closing Date and (ii) Company shall have executed performed in all material respects all obligations, covenants and agreements and conditions required to be performed by it under this Agreement at or prior to the Closing Date, and the Registration Rights Agreement (b) The Board of Directors Subscriber shall have received a certificate of the Company Chief Executive Officer to the same effect. 3.3 All approvals and consents of or filings with governmental or regulatory authorities and all approvals and consents of any persons required to permit the consummation of all of the transactions contemplated by this Agreement shall have adopted resolutions consistent with Section 4.1(e) below in a form reasonably acceptable been made or obtained, as the case may be, to the reasonable satisfaction of the Subscriber. (c) 3.4 All proceedings to be taken in connection with the Transaction are to be consummated at or prior to the Closing, and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Subscriber and its counsel, and the Subscriber and its counsel shall have received copies of all documents and information which it may have reasonably requested in connection with the Offeringtransactions and of all corporate proceedings in connection therewith, in form and substance reasonably satisfactory to Subscriber and its counsel. (d) 3.5 The Company shall have caused its legal counsel to deliver to Subscriber a legal opinion in substantially the form attached hereto as Appendix II. (e) No stop order or suspension of trading shall have been imposed by the SEC or any other governmental regulatory body with respect to public trading in the Common Stock. (f) The representations and warranties of the Company shall be true and correct on and as of the Closing Date as though made on and as of such date; the Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and Subscriber shall have received on the Closing Date a certificate to the foregoing effects executed by the President or the Chief Financial Officer of the Company. (g) If so requested by Subscriber, the Company shall have delivered to the custodian for the Subscriber duly executed certificates, registered American depositary receipts (in such denominations as the name of Subscriber’s nominee, Subscriber shall request) representing the Shares. 3.6 The Company shall have delivered to the Subscriber (hor its custodian) Each officerduly executed Warrants (in such denominations as the Subscriber shall request), director dated the Closing Date. 3.7 The Company shall have delivered (or cause to be delivered) opinions of counsel to the Company addressed to the Subscriber and holder of 10% or more the Placement Agent in form, scope and substance satisfactory to the Subscriber and the Placement Agent. 3.8 The ADSs, including all Shares and Warrant Shares, are included for quotation on the Nasdaq Stock Market, Inc. ("NASDAQ") and trading of the Common Stock ADSs shall not have been suspended by Nasdaq, the SEC, the National Association of Securities Dealers, Inc. (the "NASD") or other regulatory authority, and, except as set forth in the Memorandum, no de-listing or suspension shall be reasonably likely for the foreseeable future. 3.9 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered into, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. 3.10 The Company shall have filed, if applicable, an Additional Listing Application (and no additional time shall be required for the effectiveness thereof) with respect to all Shares and Warrant Shares with the NASD and shall have provided a copy thereof to the Subscriber. 3.11 The Placement Agent shall have received the executed and delivered to Subscriber letters from the persons listed in Section 4.26. 3.12 The Company shall have received a Lock-up Agreement duly executed subscription agreement in the form attached hereto of this Agreement from Wind River Systems, Inc. 3.13 The Subscriber shall have received the officer's certificate described in Section 4.4 dated as Appendix IIIof the Closing Date and there shall be no changes from the date of signing the Agreement to the date of Closing.

Conditions to Subscriber's Obligations. 3.1 The obligation of the Subscriber to close the transaction transactions contemplated by this Agreement (the “Transaction”"TRANSACTION") is subject to the satisfaction on or prior to the date of the Closing Date (as hereinafter defined) of the following conditions set forth in this Section 3:Sections 3.2 through 3.14 hereof. 3.2 The (ai) The representations and warranties made by the Company herein shall be true in all material respects on and as of the Closing Date with the same effect as if they had been made on and as of the Closing Date and (ii) Company shall have executed performed in all material respects all obligations, covenants and agreements and conditions required to be performed by it under this Agreement at or prior to the Closing Date, and the Registration Rights Agreement (b) The Board of Directors Subscriber shall have received a certificate of the Company Chief Executive Officer to the same effect. 3.3 All approvals and consents of or filings with governmental or regulatory authorities and all approvals and consents of any persons required to permit the consummation of all of the transactions contemplated by this Agreement shall have adopted resolutions consistent with Section 4.1(e) below in a form reasonably acceptable been made or obtained, as the case may be, to the reasonable satisfaction of the Subscriber. (c) 3.4 All proceedings to be taken in connection with the Transaction are to be consummated at or prior to the Closing, and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Subscriber and its counsel, and the Subscriber and its counsel shall have received copies of all documents and information which it may have reasonably requested in connection with the Offeringtransactions and of all corporate proceedings in connection therewith, in form and substance reasonably satisfactory to Subscriber and its counsel. (d) 3.5 The Company shall have caused its legal counsel to deliver to Subscriber a legal opinion in substantially the form attached hereto as Appendix II. (e) No stop order or suspension of trading shall have been imposed by the SEC or any other governmental regulatory body with respect to public trading in the Common Stock. (f) The representations and warranties of the Company shall be true and correct on and as of the Closing Date as though made on and as of such date; the Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and Subscriber shall have received on the Closing Date a certificate to the foregoing effects executed by the President or the Chief Financial Officer of the Company. (g) If so requested by Subscriber, the Company shall have delivered to the custodian for the Subscriber duly executed certificates, registered American depositary receipts (in such denominations as the name of Subscriber’s nominee, Subscriber shall request) representing the Shares. 3.6 The Company shall have delivered to the Subscriber (hor its custodian) Each officerduly executed Warrants (in such denominations as the Subscriber shall request), director dated the Closing Date. 3.7 The Company shall have delivered (or cause to be delivered) opinions of counsel to the Company addressed to the Subscriber and holder of 10% or more the Placement Agent in form, scope and substance satisfactory to the Subscriber and the Placement Agent. 3.8 The ADSs, including all Shares and Warrant Shares, are included for quotation on the Nasdaq Stock Market, Inc. ("NASDAQ") and trading of the Common Stock ADSs shall not have been suspended by Nasdaq, the SEC, the National Association of Securities Dealers, Inc. (the "NASD") or other regulatory authority, and, except as set forth in the Memorandum, no de-listing or suspension shall be reasonably likely for the foreseeable future. 3.9 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered into, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. 3.10 The Company shall have filed, if applicable, an Additional Listing Application (and no additional time shall be required for the effectiveness thereof) with respect to all Shares and Warrant Shares with the NASD and shall have provided a copy thereof to the Subscriber. 3.11 The Placement Agent shall have received the executed and delivered to Subscriber a Lock-up Agreement letters from the persons listed in Section 4.26. 3.12 The Company shall have received duly executed subscription agreements in the form attached hereto of this Agreement subscribing for a minimum of $15.0 million ADSs. 3.13 The Company shall have obtained waivers in form, scope and substance satisfactory to the Subscriber and the Placement Agent from the persons listed in Section 4.33. 3.14 The Subscriber shall have received the officer's certificate described in Section 4.4 dated as Appendix IIIof the Closing Date and there shall be no changes from the date of signing the Agreement to the date of Closing.

Conditions to Subscriber's Obligations. 3.1 2.1 The obligation of Subscriber to close the transaction contemplated by this Agreement (the “Transaction”) is subject to the satisfaction on or prior to the Closing Date of the following conditions set forth in this Section 3:Sections 2.2 through 2.9 hereof. (a) 2.2 The Company shall have executed this Agreement and delivered the Registration Rights Agreementsame to the Placement Agent. (b) 2.3 The Board of Directors Directors, or a committee thereof, of the Company shall have adopted resolutions consistent with Section 4.1(e) below authorizing the transaction contemplated hereby and authorizing the issuance of the Shares in a form reasonably acceptable to Subscriberthe Placement Agent and delivered copies of such resolutions to the Placement Agent. (c) Subscriber 2.4 The Registration Statement shall have received copies of all documents and information which it may have reasonably requested in connection with the Offering. (d) The Company shall have caused its legal counsel to deliver to Subscriber a legal opinion in substantially the form attached hereto as Appendix II. (e) No stop order or suspension of trading shall have been imposed by the SEC or any other governmental regulatory body with respect to public trading in the Common Stock. (f) The representations and warranties of the Company shall be true and correct on and remain effective as of the Closing Date and on the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Placement Agent. 2.5 The Company shall have delivered the Prospectus Supplement to Subscriber. 2.6 On the Closing Date, the Placement Agent shall have received the opinion, dated as of Closing Date, of A▇▇▇▇▇ & P▇▇▇▇▇ LLP, counsel for the Company, in form and substance reasonably acceptable to Placement Agent. 2.7 On the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change in the business, financial condition, business prospects, or results of operations of the Company, whether or not arising in the ordinary course of business (a “Material Adverse Effect"), and the Placement Agent shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 3 hereof are true and correct with the same force and effect as though expressly made on at and as of such date; Closing Date, (iii) the Company shall have performed, satisfied and has complied in all material respects with all covenants, agreements and satisfied all conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by the Company at or prior to the Closing Date, and (iv) to his knowledge after due inquiry, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission. 2.8 The NASD has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. 2.9 Counsel for the Placement Agent shall have been furnished with such documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and Subscriber all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall have received on the Closing Date a certificate be reasonably satisfactory in form and substance to the foregoing effects executed by the President or the Chief Financial Officer of the Company. (g) If so requested by Subscriber, the Company shall have delivered to the custodian Placement Agent and counsel for the Subscriber duly executed certificates, registered in the name of Subscriber’s nominee, representing the SharesPlacement Agent. (h) Each officer, director and holder of 10% or more of the Common Stock shall have executed and delivered to Subscriber a Lock-up Agreement in the form attached hereto as Appendix III.