Common use of CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of the Purchaser to consummate the purchase and sale of the Purchased Shares contemplated by this Agreement is subject to satisfaction (or written waiver of the Purchaser) of the following conditions: (a) delivery by the Sellers to the Purchaser of proof of transfer of the Purchased Shares in accordance with Section 3.2 above; (b) the representations and warranties of the Sellers, as set forth in Section 4 of this Agreement, are true and correct in all material respects as of the Closing Date with the same effect as though made at and as of the Closing Date; provided, however, that those representations and warranties that are specifically made as of a particular calendar date shall be so true and correct as of such date; (c) the approval of Purchaser’s stockholders shall have been obtained; (d) regulatory approval or clearance, as applicable, including without limitation the Nasdaq Stock Market and the Committee on Foreign Investment in the United States, shall have been obtained; (e) the consent of the Purchaser’s lenders, as applicable, shall have been obtained; (f) since the date of this Agreement, there shall not have been any Material Adverse Effect, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (g) Purchaser shall be satisfied that the acquisition of the Purchased Shares will be made in compliance with applicable rules of the Hong Kong Stock Exchange; and (h) Purchaser’s Board of Directors shall be satisfied as to due diligence performed on the Company, including obtaining a fairness opinion satisfactory to it, if appropriate.