Common use of Ability to Terminate Clause in Contracts

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 if there shall have come to the notice of the Subscriber any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 if any of the conditions specified in Clause 6 have not been satisfied or (if capable of being waived) waived by the Subscriber on or prior to the Closing Date; 9.1.3 if there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Subscription Securities in the secondary market; 9.1.4 if, in the opinion of the Subscriber, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription Securities, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund of its pre-emptive rights)); (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities and the Shares to be issued upon conversion of the Securities or the transfer thereof; 9.1.5 if there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Securities in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Bonds to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 if there shall have come to the notice of the Subscriber any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 if any of the conditions specified in Clause 6 have not been satisfied or (if capable of being waived) waived by the Subscriber on or prior to the Closing Date; 9.1.3 if there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter over-the-counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Subscription Securities Bonds in the secondary market; 9.1.4 if, in the opinion of the Subscriber, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription SecuritiesBonds, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund [Datang / CHL] of its their pre-emptive rights)); (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities Subscription Bonds and the Shares to be issued upon conversion of the Securities Subscription Bonds or the transfer thereof; 9.1.5 if if, in the opinion of the Subscriber, there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Securities Subscription Bonds in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Bonds to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 if there shall have come to the notice of the Subscriber any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 if any of the conditions specified in Clause 6 have not been satisfied or (if capable of being waived) waived by the Subscriber on or prior to the Closing Date; 9.1.3 if there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter over-the-counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Bonds and the Subscription Securities Bonds in the secondary market; 9.1.4 if, in the opinion of the Subscriber, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription SecuritiesBonds, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund Datang or the Subscriber of its their pre-emptive rights)); (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities Bonds, the Subscription Bonds and the Shares to be issued upon conversion of the Securities Bonds and the Subscription Bonds or the transfer thereof; 9.1.5 if if, in the opinion of the Subscriber, there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Securities Bonds and the Subscription Bonds in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 if there shall have come to the notice of the Subscriber any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 if any of the conditions specified in Clause 6 have not been satisfied or (if capable of being waived) waived by the Subscriber on or prior to the Closing Date; 9.1.3 if there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Subscription Securities in the secondary market; 9.1.4 if, in the opinion of the Subscriber, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription Securities, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund Datang Telecom of its pre-emptive rights)); (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities and the Shares to be issued upon conversion of the Securities or the transfer thereof; 9.1.5 if there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Securities in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber Managers may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Bonds to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 10.1.1 if there shall have come to the notice of the Subscriber Managers any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 10.1.2 if any of the conditions specified in Clause 6 have not been satisfied or (if capable of being waived) waived by the Subscriber Managers on or prior to the Closing Date; 9.1.3 10.1.3 if there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter over-the-counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the SubscriberManagers, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Bonds or dealings in the Subscription Securities Bonds in the secondary market; 9.1.4 10.1.4 if, in the opinion of the SubscriberManagers, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription SecuritiesBonds, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund Datang and CHL of its their pre-emptive rights)); (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities Bonds and the Shares to be issued upon conversion of the Securities Bonds or the transfer thereof; 9.1.5 10.1.5 if there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the SubscriberManagers, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Bonds or dealings in the Securities Bonds in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber Investor may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Bonds to the Issuer, in its sole discretion terminate this Agreement in any of the following circumstances: 9.1.1 10.1.1 if there shall have come to the notice of the Subscriber Investor any breach of, or any event rendering untrue or incorrect in any material respect, any of the warranties and representations contained in this Agreement as if they were repeated at any time before the Closing by reference to the facts and circumstances then existing (on the basis that references in such warranties and representations to the date of this Agreement were references to the relevant date) or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 10.1.2 if any of the conditions specified in Clause 6 have has not been satisfied or (if capable of being waived) waived by the Subscriber Investor on or prior to the Closing Date; 9.1.3 10.1.3 if in the opinion of the Investor, there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Subscription Securities in the secondary market;international 9.1.4 10.1.4 if, in the opinion of the SubscriberInvestor, there shall have occurred any of the following events: (i) a continual suspension or equal to or exceeding 30 consecutive Trading Days a material limitation in trading in securities generally on the New York Stock Exchange, ; (ii) a suspension or a material limitation in trading in the London Stock Exchange plc, Issuer’s securities on the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription Securities, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund of its pre-emptive rights)); (iii) a general moratorium on commercial banking activities in the United States, SingaporeHong Kong, Hong Kong the PRC, Singapore and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, the PRC, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities Bonds and the Shares to be issued upon conversion of the Securities Bonds or the transfer thereof;; and 9.1.5 if 10.1.5 if, in the opinion of the Investor, there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the Subscriber, their view be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Securities in the secondary marketBonds.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber Managers may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Bonds to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 10.1.1 if there shall have come to the notice of the Subscriber Managers any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 10.1.2 if any of the conditions specified in Clause 6 7 have not been satisfied or (if capable of being waived) waived by the Subscriber Managers on or prior to the Closing Date; 9.1.3 10.1.3 if there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter over-the-counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the SubscriberManagers, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Bonds or dealings in the Subscription Securities Bonds in the secondary market; 9.1.4 10.1.4 if, in the opinion of the SubscriberManagers, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription Securities, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund of its pre-emptive rights))traded; (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities and the Shares to be issued upon conversion of the Securities Bonds or the transfer thereof; 9.1.5 10.1.5 if there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the SubscriberManagers, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Bonds or dealings in the Securities Bonds in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber Joint Lead Managers may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Firm Bonds or the Option Bonds (if any) to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 11.1.1 if there shall have come to the notice of the Subscriber Joint Lead Managers any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 11.1.2 if any of the conditions specified in Clause 6 have 7 has not been satisfied or (if capable of being waived) waived by the Subscriber Joint Lead Managers on or prior to the Closing Date or the Option Closing Date, as the case may be; 9.1.3 11.1.3 if in the opinion of the Joint Lead Managers, there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter over-the-counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Subscribertheir view, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Bonds or dealings in the Subscription Securities Bonds in the secondary market; 9.1.4 11.1.4 if, in the opinion of the SubscriberJoint Lead Managers, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension or a material limitation in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription Securities, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund of its pre-emptive rights))traded; (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore Kong or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities Bonds and the Shares to be issued upon conversion of the Securities Bonds or the transfer thereof; 9.1.5 if 11.1.5 if, in the opinion of the Joint Lead Managers, there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the Subscriber, their view be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Bonds or dealings in the Securities Bonds in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber Managers may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Further Bonds to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 10.1.1 if there shall have come to the notice of the Subscriber Managers any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 10.1.2 if any of the conditions specified in Clause 6 have not been satisfied or (if capable of being waived) waived by the Subscriber Managers on or prior to the Closing Date; 9.1.3 10.1.3 if there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter over-the-counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the SubscriberManagers, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Further Bonds or dealings in the Subscription Securities Bonds in the secondary market; 9.1.4 10.1.4 if, in the opinion of the SubscriberManagers, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription SecuritiesFurther Bonds, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund Datang and CHL of its their pre-emptive rights)); (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities Bonds and the Shares to be issued upon conversion of the Securities Bonds or the transfer thereof; 9.1.5 10.1.5 if there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the SubscriberManagers, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Further Bonds or dealings in the Securities Bonds in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Bonds to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 if there shall have come to the notice of the Subscriber any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 if any of the conditions specified in Clause 6 have not been satisfied or (if capable of being waived) waived by the Subscriber on or prior to the Closing Date; 9.1.3 if there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter over-the-counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Subscriber, be likely to prejudice materially the success of the Offering issue of the Subscription Securities Bonds or dealings in the Subscription Securities Bonds in the secondary market; 9.1.4 if, in the opinion of the Subscriber, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription SecuritiesBonds, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund CHL of its pre-emptive rights)); (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities Bonds and the Shares to be issued upon conversion of the Securities Bonds or the transfer thereof; 9.1.5 if there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities Bonds or dealings in the Securities Bonds in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber Manager may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Bonds to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 10.1.1 if there shall have come to the notice of the Subscriber Manager any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 10.1.2 if any of the conditions specified in Clause 6 have not been satisfied or (if capable of being waived) waived by the Subscriber Manager on or prior to the Closing Date; 9.1.3 10.1.3 if there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over‑the‑counter over-the-counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the SubscriberManager, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Bonds or dealings in the Subscription Securities Bonds in the secondary market; 9.1.4 10.1.4 if, in the opinion of the SubscriberManager, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are traded; (ii) a suspension in trading in the Issuer’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription SecuritiesBonds, or in respect of the transactions described in the Launch Announcement (including any exercise by Datang, China IC Fund or CHL of its their pre-emptive rights)); (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities Bonds and the Shares to be issued upon conversion of the Securities Bonds or the transfer thereof; 9.1.5 10.1.5 if there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the SubscriberManager, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Bonds or dealings in the Securities Bonds in the secondary market.

Ability to Terminate. Notwithstanding anything contained in this Agreement, the Subscriber Managers may, by written notice to the Issuer given at any time prior to payment of the net subscription monies for the Subscription Securities Bonds to the Issuer, terminate this Agreement in any of the following circumstances: 9.1.1 10.1.1 if there shall have come to the notice of the Subscriber Managers any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement; 9.1.2 10.1.2 if any of the conditions specified in Clause 6 have has not been satisfied or (if capable of being waived) waived by the Subscriber Managers on or prior to the Closing Date; 9.1.3 10.1.3 if in the opinion of the Managers, there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer or the Company on any stock exchange or in any over‑the‑counter over-the-counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Subscriber, be likely to prejudice materially the success of the issue of the Subscription Securities or dealings in the Subscription Securities in the secondary market;) 9.1.4 10.1.4 if, in the reasonable opinion of the SubscriberManagers, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Issuer’s securities are tradedExchange; (ii) a suspension (to the extent such suspension is other than in the ordinary course of business of the Company) or a material limitation in trading in the IssuerCompany’s securities on the Hong Kong Stock Exchange or the Issuer’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Issuer’s securities are traded (other than any suspension in connection with the issue of the Subscription Securities, or in respect of the transactions described in the Announcement (including any exercise by China IC Fund of its pre-emptive rights))Exchange; (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore Kong or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, the Securities Bonds and the Shares to be issued upon conversion of the Securities or the transfer thereof;, which would in the Managers’ reasonable opinion be likely to prejudice materially the success of the Offering and distribution of the Bonds or dealings in the Bonds in the secondary market; or 9.1.5 if 10.1.5 if, in the opinion of the Managers, since the date of this Agreement, there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the Managers’ reasonable opinion of the Subscriber, be likely to prejudice materially the success of the issue Offering and distribution of the Subscription Securities Bonds or dealings in the Securities Bonds in the secondary market.