Common use of Conditions Precedent to Obligations of Company at Completion Clause in Contracts

Conditions Precedent to Obligations of Company at Completion. With respect to the Investor, the Company's obligation to complete the sale of the Sale Shares at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived by the Company: (a) the Investor Warranties remaining true and correct in all material respects on the Completion Date, provided, however, that to the extent any portion of any Investor Warranty is already qualified as to materiality, such portion of such Investor Warranty as so qualified shall remain true and correct in all respect; (b) the Investor having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement and the other Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Investor having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is as a party and the transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required on the part of the Investor to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date), having been obtained or made and copies thereof having been provided to the Company (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or under any Transaction Document or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction Documents; (f) each of the Transaction Documents having been duly executed by each party thereto other than the Company and delivered to the Company; (g) the Company having received a fairness opinion from its financial advisor in connection with the transactions contemplated by the Transaction Documents and the South BVI Transaction; (h) the Company having received the KKR Consent; and (i) without limiting the generality of Section 3.2(e), there being no objection from the NYSE regarding the transactions contemplated by this Agreement and the other transaction documents.

Conditions Precedent to Obligations of Company at Completion. With respect to the Investor, the Company's ’s obligation to complete the sale allotment and issuance of the Sale Preferred Shares at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived by the Company: (a) the Investor Warranties remaining true and correct in all material respects on the Completion Date, provided, however, that Date (to the extent any portion of any Investor Warranty is already qualified as to materiality, such portion of such Investor Warranty as so qualified shall remain true and correct in all respectrespects); (b) the Investor having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement and the other Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Investor having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is as a party and the transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required on the part of the Investor to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date), having been obtained or made and copies thereof having been provided to the Company (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted or threatened any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member Investor to restrain, prohibit, delay prohibit or otherwise challenge the transaction contemplated hereby or under any Transaction Document or any other matter or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) proposed or enacted any statute, statute or regulation or policy which would prohibit, materially restrict, impact or delay implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction DocumentsDocument; (f) each of the Transaction Documents having been duly executed by each party thereto other than the Company and Full Alliance and delivered to the Company; (g) the Investor having delivered to the Company having received a fairness opinion from its financial advisor evidence to the reasonable satisfaction of the Company that the Investor is validly existing and in connection with the transactions contemplated by the Transaction Documents and the South BVI Transactiongood standing; (h) the Investor having provided a certificate of incumbency and authority in the form attached at Exhibit B; (i) the Investor having delivered to the Company having received (i) a certificate, dated the KKR ConsentCompletion Date and signed by an authorized signatory of the Investor, certifying that the conditions set forth in paragraphs (a) through (h) of this Section 3.2 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Company may reasonably request; and (ij) without limiting Nasdaq shall have approved the generality listing of the shares of Common Stock issuable upon conversion of the Purchased Shares on Nasdaq; provided that the condition set forth in this Section 3.2(e), there being no objection from 3.2(j) shall be deemed waived by the NYSE regarding Company to the transactions contemplated extent the failure of Nasdaq to approve such listing has been caused by this Agreement and the other transaction documentsCompany.

Conditions Precedent to Obligations of Company at Completion. With respect to the Investor, the Company's obligation to complete the sale issuance of the Sale Shares Notes at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived by the Company: (a) the Investor Warranties remaining true and correct in all material respects on the Completion Date, provided, however, that to the extent any portion of any Investor Warranty is already qualified as to materiality, such portion of such Investor Warranty as so qualified shall remain true and correct in all respect; (b) the Investor having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement and the other Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Investor having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is as a party and the transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person (including but not limited to Investor shareholder approvals, if required) required on the part of the Investor to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date), having been obtained or made and copies thereof having been provided to the Company (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member Investor to restrain, prohibit, delay prohibit or otherwise challenge the transaction contemplated hereby or under any Transaction Document or any other matter or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay the implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction DocumentsDocument; (f) each of the Transaction Documents having been duly executed by each party thereto other than the Company and delivered to the Company; (g) the Investor having delivered to the Company having received a fairness opinion from its financial advisor certificate of good standing issued by the Cayman Islands Registrar of Companies in connection with the transactions contemplated by the Transaction Documents and the South BVI TransactionInvestor; (h) the Investor having provided a certificate of incumbency and authority in the form attached as Exhibit B; (i) the Investor having delivered to the Company having received (i) a certificate, dated the KKR ConsentCompletion Date and signed by an authorized signatory of the Investor, certifying that the conditions set forth in paragraphs (a) through (h) of this Section 3.2 have been satisfied; and (ij) without limiting NYSE having conditionally approved the generality listing of the Conversion Shares issuable upon conversion of the Notes on NYSE, subject only to official notice of issuance; provided that the condition set forth in this Section 3.2(e)3.2(j) shall be deemed waived by the Company to the extent the failure of NYSE to approve such listing has been caused solely by the Company. (k) the Company shall have received an opinion of Xxxxx and Company (Asia) Limited in form and substance reasonably satisfactory to the Company, there being no objection from on the NYSE regarding basis of certain facts, representations and assumptions set forth in such opinion, dated on or prior to the transactions contemplated by Completion Date, to the effect that the sale of the Notes in exchange for the Consideration on the terms and subject to the conditions contained in this Agreement and the other transaction documentsTransaction Documents is fair, from a financial point of view, to holders of the Company’s ordinary shares, other than the Investor, as of the date thereof. (l) the Company shall have received the written consent of KKR China Healthcare Investment Limited to the sale of the Notes under this Agreement as required by the KKR Transaction Documents.

Conditions Precedent to Obligations of Company at Completion. With respect to the Investor, the Company's obligation to complete the sale allotment and issuance of the Sale Purchased Shares at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived by the Company: (a) the Investor Warranties remaining true and correct in all material respects on the Completion Date, provided, however, (it being understood that to the extent any portion of any Investor Warranty is already qualified as to “materiality, such portion of such Investor Warranty as so qualified ,” “Material Adverse Change,” “in all material respects” or similar wording set forth therein shall remain be true and correct in all respectrespects) on the Completion Date; (b) the Investor having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement and the other Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Investor having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is as a party and the transactions contemplated thereby; (d) all consents and approvals ofthere being no valid injunction that restraints or prohibits XD Engineering, notices to and filings Xx. Xxx or registrations with any Governmental Authority or any other Person required on the part of the Investor to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date), having been obtained or made and copies thereof having been provided to the Company (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date)from performing such Party's obligations under any Transaction Document; (e) there being no Governmental Authority or other Person that has: (i) instituted any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or under any Transaction Document or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction Documents; (f) each of the Transaction Documents having been duly executed by each party thereto other than the Company Investor and delivered to the Companyother parties; (f) the Investor having provided a certificate of incumbency and authority in the form attached at Exhibit F-2; (g) the Company Investor having received a fairness opinion from its financial advisor in connection with the transactions contemplated by the Transaction Documents and the South BVI Transaction; (h) delivered to the Company having received the KKR Consent; and (i) without limiting a certificate, dated the generality Completion Date and signed by an authorized signatory of such Person, certifying that the conditions set forth in paragraphs (a) through (f) of this Section 3.2(e), there being no objection from the NYSE regarding the transactions contemplated by this Agreement and the other transaction documents3.2 have been satisfied.

Conditions Precedent to Obligations of Company at Completion. With respect to the Investor, the Company's obligation to complete the sale issuance of the Sale Shares Notes at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived by the Company: (a) the Investor Warranties remaining true and correct in all material respects on the Completion Date, provided, however, that to the extent any portion of any Investor Warranty is already qualified as to materiality, such portion of such Investor Warranty as so qualified shall remain true and correct in all respect; (b) the Investor having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement and the other Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Investor having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is as a party and the transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person (including but not limited to Investor shareholder approvals, if required) required on the part of the Investor to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date), having been obtained or made and copies thereof having been provided to the Company (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member Investor to restrain, prohibit, delay prohibit or otherwise challenge the transaction contemplated hereby or under any Transaction Document or any other matter or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay the implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction DocumentsDocument; (f) each of the Transaction Documents having been duly executed by each party thereto other than the Company and delivered to the Company; (g) the Investor having delivered to the Company having received a fairness opinion from its financial advisor certificate of good standing issued by the Cayman Islands Registrar of Companies in connection with the transactions contemplated by the Transaction Documents and the South BVI TransactionInvestor; (h) the Investor having provided a certificate of incumbency and authority in the form attached as Exhibit B; (i) the Investor having delivered to the Company having received (i) a certificate, dated the KKR ConsentCompletion Date and signed by an authorized signatory of the Investor, certifying that the conditions set forth in paragraphs (a) through (h) of this Section 3.2 have been satisfied; and (ij) without limiting NYSE having conditionally approved the generality listing of the Conversion Shares issuable upon conversion of the Notes on NYSE, subject only to official notice of issuance; provided that the condition set forth in this Section 3.2(e)3.2(j) shall be deemed waived by the Company to the extent the failure of NYSE to approve such listing has been caused solely by the Company. (k) the Company shall have received an opinion of Cxxxx and Company (Asia) Limited in form and substance reasonably satisfactory to the Company, there being no objection from on the NYSE regarding basis of certain facts, representations and assumptions set forth in such opinion, dated on or prior to the transactions contemplated by Completion Date, to the effect that the sale of the Notes in exchange for the Consideration on the terms and subject to the conditions contained in this Agreement and the other transaction documentsTransaction Documents is fair, from a financial point of view, to holders of the Company’s ordinary shares, other than the Investor, as of the date thereof. (l) the Company shall have received the written consent of KKR China Healthcare Investment Limited to the sale of the Notes under this Agreement as required by the KKR Transaction Documents.

Conditions Precedent to Obligations of Company at Completion. With respect to the Investor, the Company's ’s obligation to complete the sale issuance of the Sale Shares Notes at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived by the Company: (a) the Investor Warranties remaining true and correct in all material respects on the Completion Date, provided, however, that to the extent any portion of any Investor Warranty is already qualified as to materiality, such portion of such Investor Warranty as so qualified shall remain true and correct in all respect; (b) the Investor having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement and the other Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Investor having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is as a party and the transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required on the part of the Investor to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date), having been obtained or made and copies thereof having been provided to the Company (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted or threatened any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member Investor to restrain, prohibit, delay prohibit or otherwise challenge the transaction contemplated hereby or under any Transaction Document or any other matter or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay the implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction DocumentsDocument; (f) each of the Transaction Documents having been duly executed by each party thereto other than the Company and delivered to the Company; (g) the Investor having delivered to the Company having received a fairness opinion from its financial advisor certificate of good standing issued by the Cayman Islands Registrar of Companies in connection with the transactions contemplated by the Transaction Documents and the South BVI TransactionInvestor; (h) the Investor having provided a certificate of incumbency and authority in the form attached as Exhibit B; (i) the Investor having delivered to the Company having received (i) a certificate, dated the KKR ConsentCompletion Date and signed by an authorized signatory of the Investor, certifying that the conditions set forth in paragraphs (a) through (h) of this Section 3.2 have been satisfied; and (ij) without limiting NYSE having conditionally approved the generality listing of the Conversion Shares issuable upon conversion of the Notes on NYSE, subject only to official notice of issuance; provided that the condition set forth in this Section 3.2(e), there being no objection from 3.2(j) shall be deemed waived by the Company to the extent the failure of NYSE regarding to approve such listing has been caused solely by the transactions contemplated by this Agreement and the other transaction documentsCompany.

Conditions Precedent to Obligations of Company at Completion. With respect to the Investor, the Company's obligation to complete the sale issuance of the Sale Shares Notes at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived by the Company: (a) the Investor Warranties remaining true and correct in all material respects on the Completion Date, provided, however, that to the extent any portion of any Investor Warranty is already qualified as to materiality, such portion of such Investor Warranty as so qualified shall remain true and correct in all respect; (b) the Investor having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement and the other Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Investor having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is as a party and the transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required on the part of the Investor to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date), having been obtained or made and copies thereof having been provided to the Company (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted or threatened any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member Investor to restrain, prohibit, delay prohibit or otherwise challenge the transaction contemplated hereby or under any Transaction Document or any other matter or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay the implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction DocumentsDocument; (f) each of the Transaction Documents having been duly executed by each party thereto other than the Company and delivered to the Company; (g) the Investor having delivered to the Company having received a fairness opinion from its financial advisor certificate of good standing issued by the Cayman Islands Registrar of Companies in connection with the transactions contemplated by the Transaction Documents and the South BVI TransactionInvestor; (h) the Investor having provided a certificate of incumbency and authority in the form attached as Exhibit B; (i) the Investor having delivered to the Company having received (i) a certificate, dated the KKR ConsentCompletion Date and signed by an authorized signatory of the Investor, certifying that the conditions set forth in paragraphs (a) through (h) of this Section 3.2 have been satisfied; and (ij) without limiting NYSE having conditionally approved the generality listing of the Conversion Shares issuable upon conversion of the Notes on NYSE, subject only to official notice of issuance; provided that the condition set forth in this Section 3.2(e), there being no objection from 3.2(j) shall be deemed waived by the Company to the extent the failure of NYSE regarding to approve such listing has been caused solely by the transactions contemplated by this Agreement and the other transaction documentsCompany.