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

Conditions Precedent to Obligations of the Investor at Completion. The obligation of the Investor to complete the purchase of the 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 in writing by the Investor: (a) the Collective Warranties remaining true and correct in all material respects on the Completion Date as provided in Section 6.4 (to the extent any portion of any Collective Warranty is already qualified as to materiality, such portion of such Collective Warranty as so qualified shall remain true and correct in all respects); (b) each of the Company and Full Alliance having performed and complied in all material respects with all of its agreements and obligations contained in the Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) each of the Company and Full Alliance 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 a party and the transactions contemplated thereby, and having provided to the Investor copies of all resolutions (and all attachments thereto) described below, in form and substance to the reasonable satisfaction of the Investor (each certified by a duly authorized director or officer to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include: (i) approval by the Board and the written consent of Full Alliance, each to the extent required by the applicable law and Company Charter Documents, of the following: (1) the authorization and issuance of Preferred Shares to the Investor; and (2) the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby; and (ii) approval by the board of directors and the stockholder(s) of Full Alliance, to the extent required by the applicable law or its charter documents, of the execution, delivery and performance by such entity of each Transaction Document to which it is a party and all transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental Authority, or pursuant to any contract binding on the Company or Full Alliance, or whereby their respective assets are subject or bound, 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), including the 8-K Filing in accordance with Section 8.11(a), having been obtained or made and copies thereof having been provided to the Investor (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 inquiry against Full Alliance, the Company or any other Group Member to restrain, 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 or regulation 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 Investor and delivered to the Investor; (g) except as may be a result of the announcement of the transactions contemplated hereby, there having been since the date of this Agreement, (i) no material adverse change in, and no change in circumstances that has a material adverse impact on the future, business, operations, properties, financial position (including any material increase in provisions), earnings, condition or prospects of any Group Member, and (ii) no material change in any relevant laws, regulations or policies in any of the jurisdictions or sectors in which any Group Member does business (whether coming into effect prior to, on or after the Completion Date) that could reasonably be expected to materially and adversely affect any Group Member; (h) the Company having delivered to the Investor a copy of the register of directors of the Board as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board includes one nominee of the Investor as duly elected members of such board of directors of the Company; (i) the Company having delivered to the Investor (i) a duly executed director indemnification agreement in favor of the Investor Director, in substantially the form attached as Exhibit F hereto, and (ii) evidence that (x) the existing directors’ and officers’ indemnity insurance of the Company has been extended (or a new policy or policies have been secured) to cover risk of loss or liability arising from certain conditions and circumstances (substantially similar or superior to the coverage in the existing policy) occurring on or prior to May 5, 2011 and (y) new directors’ and officers’ indemnity insurance has been provided to the Company covering an aggregate limit of liability of not less than US$15 million and covering each member of the Board (including the Investor Director) with respect to risk of loss or liability arising from certain conditions and circumstances (substantially similar to the coverage in the existing policy) occurring after May 5, 2011; (j) the Company having delivered evidence to the satisfaction of the Investor of the appointment of a Process Agent pursuant to Section 14.3; (k) the Company having delivered to the Investor evidence to the reasonable satisfaction of the Investor that the Company is validly existing and in good standing; (l) the Company having delivered to the Investor evidence to the reasonable satisfaction of the Investor that the Company has engaged KPMG as the Auditor; (m) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit B; (n) the due filing of the Certificate of Designation with the State of Nevada; (o) completion of all appropriate actions to elect or appoint at Completion the Investor Director to the Board, including, if necessary, taking such appropriate actions to increase the size of the Board to effect such election or appointment; (p) no stop order or suspension of trading having been imposed by Nasdaq, the SEC or any other Governmental Authority with respect to public trading in the Common Stock; (q) the Company having delivered to the Investor copies of duly executed employment agreements and confidentiality and non-competition agreements between each of the Senior Managers and the relevant Group Member, containing, among other things, provisions required under Section 8.25 and otherwise in a form and substance substantially identical to the agreements entered into by Xx. Xx as provided in Section 8.25; (r) the Investor having received a letter of undertaking duly issued by each of the shareholders of Full Alliance to the Investor containing non-competition undertakings substantially identical to Section 4.2 of the Stockholders’ Agreement; (s) the Company having delivered to the Investor (i) a certificate, dated the Completion Date and signed by an authorized signatory of the Company, certifying that the conditions set forth in paragraphs (a) through (q) of this Section 3.1 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Investor may reasonably request; (t) the Investor having received legal opinions from: (i) Xxxxx and Xxxx LLP, the Company’s Nevada legal counsel, in substantially the form attached as Exhibit G hereto, (ii) Han Kun Law Offices, the Company’s PRC legal counsel, in substantially the form attached as Exhibit H hereto, (iii) Sit, Xxxx, Xxxxx & Xxxx, the Company’s Hong Kong counsel, in substantially the form attached as Exhibit I hereto, (iv) Forbes Hare, the Company’s British Virgin Islands counsel, in substantially the form attached as Exhibit J hereto, and (v) Loeb & Loeb LLP, the Company’s New York counsel, in substantially the form attached as Exhibit K hereto; and (u) Nasdaq shall have approved the listing of the shares of Common Stock issuable upon conversion of the Purchased Shares on Nasdaq.

Conditions Precedent to Obligations of the Investor at Completion. The obligation of the Investor to complete the purchase of the Preferred Shares Bond 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 in writing by the Investor: (a) the Collective Issuer Group Warranties remaining true and correct in all material respects on the Completion Date as provided in Section 6.4 (to the extent any portion of any Collective Warranty is already qualified as to materiality, such portion of such Collective Warranty as so qualified shall remain true and correct in all respects)5.5; (b) each of the Company Issuer and Full Alliance the other Obligors having performed and complied in all material respects with all of its agreements and obligations contained in the Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) each of the Company Issuer and Full Alliance the other Obligors 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 a party and the transactions contemplated thereby, and having provided to the Investor copies of all resolutions (and all attachments thereto) described below, in form and substance to the reasonable satisfaction of the Investor (each certified by a duly authorized director or officer to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include: (i) approval by the Board and the written consent of Full Alliance, each to the extent required by the applicable law and Company Charter Documents, of the following: (1) the authorization and issuance of Preferred Shares to the Investor; and (2) the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby; and (ii) approval by the board of directors and the stockholder(s) of Full Alliance, to the extent required by the applicable law or its charter documents, of the execution, delivery and performance by such entity of each Transaction Document to which it is a party and all transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental Authority, or pursuant to any contract binding on the Company or Full Alliance, Obligors or whereby their respective assets are subject or bound, 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), including the 8-K Filing in accordance with Section 8.11(a), ) having been obtained or made made, and copies thereof having been provided to the Investor (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) has instituted or threatened any legal, arbitral or administrative proceedings or inquiry against Full Alliance, the Company Issuer or any other Group Member Obligor to restrain, restrain or 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 or regulation 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 Investor Group and delivered to the InvestorInvestor Group; (g) except as may be a result for the condition set forth in clause 6.3 (Condition to Obligations of the announcement Founder Purchaser; Funding) of each Share Purchase Agreement, all conditions precedent to the transactions contemplated hereby, Founder Closing (as defined in each Share Purchase Agreement) having been satisfied or waived in accordance with the terms thereof; (h) Connion having assigned each Share Purchase Agreement to the Issuer; (i) there having been since the date of this Agreement, (i) no material adverse change in, and no change in circumstances that has or would result in a material adverse impact on the future, business, operations, properties, properties or financial position (including any material increase in provisions), earnings, condition or prospects of any Group Member, and Obligor; (iij) no material change in any relevant lawsSEC Report filed or furnished, regulations at the time they were filed or policies in any furnished (and if amended or superseded by a filing prior to the date of the jurisdictions this Agreement or sectors in which any Group Member does business (whether coming into effect prior to, on or after the Completion Date) that could reasonably , then on the date of such filing and as amended or superseded), containing any untrue statement of a material fact or omitted to state a material fact required to be expected stated therein or necessary in order to materially and adversely affect any Group Member;make the statements therein, in the light of the circumstances under which they were made, not misleading; and (hk) the Company Issuer having delivered to the Investor a copy of the register of directors of the Board as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board includes one nominee of the Investor as duly elected members of such board of directors of the Company; (i) the Company having delivered to the Investor (i) a duly executed director indemnification agreement in favor of the Investor Director, in substantially the form attached as Exhibit F hereto, and (ii) evidence that (x) the existing directors’ and officers’ indemnity insurance of the Company has been extended (or a new policy or policies have been secured) to cover risk of loss or liability arising from certain conditions and circumstances (substantially similar or superior to the coverage in the existing policy) occurring on or prior to May 5, 2011 and (y) new directors’ and officers’ indemnity insurance has been provided to the Company covering an aggregate limit of liability of not less than US$15 million and covering each member of the Board (including the Investor Director) with respect to risk of loss or liability arising from certain conditions and circumstances (substantially similar to the coverage in the existing policy) occurring after May 5, 2011; (j) the Company having delivered evidence to the satisfaction of the Investor of the appointment of a Process Agent pursuant to Section 14.3; (k) the Company having delivered to the Investor evidence to the reasonable satisfaction of the Investor that the Company is validly existing and in good standing; (l) the Company having delivered to the Investor evidence to the reasonable satisfaction of the Investor that the Company has engaged KPMG as the Auditor; (m) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit B; (n) the due filing of the Certificate of Designation with the State of Nevada; (o) completion of all appropriate actions to elect or appoint at Completion the Investor Director to the Board, including, if necessary, taking such appropriate actions to increase the size of the Board to effect such election or appointment; (p) no stop order or suspension of trading having been imposed by Nasdaq, the SEC or any other Governmental Authority with respect to public trading in the Common Stock; (q) the Company having delivered to the Investor copies of duly executed employment agreements and confidentiality and non-competition agreements between each of the Senior Managers and the relevant Group Member, containing, among other things, provisions required under Section 8.25 and otherwise in a form and substance substantially identical to the agreements entered into by Xx. Xx as provided in Section 8.25; (r) the Investor having received a letter of undertaking duly issued by each of the shareholders of Full Alliance to the Investor containing non-competition undertakings substantially identical to Section 4.2 of the Stockholders’ Agreement; (s) the Company having delivered to the Investor (i) a certificate, dated the Completion Date and signed by an authorized signatory of the CompanyIssuer, certifying that the conditions set forth in paragraphs (a) through (q) of this Section 3.1 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Investor may reasonably request; (t) the Investor having received legal opinions from: (i) Xxxxx and Xxxx LLP, the Company’s Nevada legal counsel, in substantially the form attached as Exhibit G hereto, (ii) Han Kun Law Offices, the Company’s PRC legal counsel, in substantially the form attached as Exhibit H hereto, (iii) Sit, Xxxx, Xxxxx & Xxxx, the Company’s Hong Kong counsel, in substantially the form attached as Exhibit I hereto, (iv) Forbes Hare, the Company’s British Virgin Islands counsel, in substantially the form attached as Exhibit J hereto, and (v) Loeb & Loeb LLP, the Company’s New York counsel, in substantially the form attached as Exhibit K hereto; and (u) Nasdaq shall have approved the listing of the shares of Common Stock issuable upon conversion of the Purchased Shares on Nasdaqsatisfied.

Conditions Precedent to Obligations of the Investor at Completion. The obligation of the Investor to complete the purchase of the Preferred 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 in writing by the Investor: (a) the Collective Company Warranties remaining true and correct in all material respects on the Completion Date as provided in Section 6.4 (to the extent any portion of any Collective Warranty is already qualified as to materiality, such portion of such Collective Warranty as so qualified shall remain true and correct in all respects)6.5; (b) each of the Company and Full Alliance having performed and complied in all material respects with all of its agreements and obligations contained in the Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) each of the Company and Full Alliance 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 a party and the transactions contemplated thereby, and having provided to the Investor copies of all resolutions (and all attachments thereto) described below, in form and substance to the reasonable satisfaction of the Investor (each certified by a duly authorized director or officer to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include: (i) approval by the Board and the written consent of Full Alliance, each to the extent required by the applicable law and Company Charter Documents, of the following: (1) the authorization and issuance of Preferred Shares to the Investor; and (2) the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby; and (ii) approval by the board of directors and the stockholder(s) of Full Alliance, to the extent required by the applicable law or its charter documents, of the execution, delivery and performance by such entity of each Transaction Document to which it is a party and all transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental Authority, or pursuant to any contract binding on the Company or Full Alliance, or whereby their its respective assets are subject or bound, 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), including the 8-K Filing in accordance with Section 8.11(a), having been obtained or made and copies thereof having been provided to the Investor (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date)made; (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 Full Alliance, the Company or any other Group Member to restrain, prohibit prohibit, delay 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 inquiryDocument; or (ii) proposed or enacted any statute statute, regulation or regulation 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 Investor Investor) and delivered to the Investor; (g) except as may be a the result of the announcement of the transactions contemplated hereby, there having been since the date of this Agreement, (i) no material adverse change in, and no change in circumstances that has a material adverse impact on the future, business, operations, properties, properties or financial position (including any material increase in provisions), earnings, condition or prospects of any Group Member, and (ii) no material change in any relevant laws, regulations or policies in any of the jurisdictions or sectors in which any Group Member does business (whether coming into effect prior toGroup, on or after the Completion Date) that could reasonably be expected to materially and adversely affect any Group Membertaken as a whole; (h) the Company having delivered to the Investor a copy of the register of directors of the Board as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board includes one nominee of the Investor as duly elected members of such board of directors of the Company; (i) the Company having delivered to the Investor (i) a duly executed director indemnification agreement in favor of the Investor Director, in substantially the form attached as Exhibit F hereto, and (ii) evidence that (x) the existing directors’ and officers’ indemnity insurance of the Company has been extended (or a new policy or policies have been secured) to cover risk of loss or liability arising from certain conditions and circumstances (substantially similar or superior to the coverage in the existing policy) occurring on or prior to May 5, 2011 and (y) new directors’ and officers’ indemnity insurance has been provided to the Company covering an aggregate limit of liability of not less than US$15 million and covering each member of the Board (including the Investor Director) with respect to risk of loss or liability arising from certain conditions and circumstances (substantially similar to the coverage in the existing policy) occurring after May 5, 2011; (j) the Company having delivered evidence to the satisfaction of the Investor of the appointment of a Process Agent pursuant to Section 14.3; (k) the Company having delivered to the Investor evidence to the reasonable satisfaction of the Investor that the Company is validly existing and in good standing; (l) the Company having delivered to the Investor evidence to the reasonable satisfaction of the Investor that the Company has engaged KPMG as the Auditor; (m) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit B; (n) the due filing of the Certificate of Designation with the State of Nevada; (o) completion of all appropriate actions to elect or appoint at Completion the Investor Director to the Board, including, if necessary, taking such appropriate actions to increase the size of the Board to effect such election or appointment; (p) no stop order or suspension of trading having been imposed by Nasdaq, the SEC or any other Governmental Authority with respect to public trading in the Common Stock; (q) the Company having delivered to the Investor copies of duly executed employment agreements and confidentiality and non-competition agreements between each of the Senior Managers and the relevant Group Member, containing, among other things, provisions required under Section 8.25 and otherwise in a form and substance substantially identical to the agreements entered into by Xx. Xx as provided in Section 8.25; (r) the Investor having received a letter of undertaking duly issued by each of the shareholders of Full Alliance to the Investor containing non-competition undertakings substantially identical to Section 4.2 of the Stockholders’ Agreement; (s) the Company having delivered to the Investor (i) a certificate, dated the Completion Date and signed by an authorized signatory of the Company, certifying that the conditions set forth in paragraphs (a) through (q) of this Section 3.1 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Investor may reasonably request; (t) the Investor having received legal opinions from: (i) Xxxxx and Xxxx LLP, the Company’s Nevada Cayman Islands legal counsel, in substantially form and substance reasonably acceptable to the form attached Investor, dated as Exhibit G hereto, of the Completion Date; and (iii) Han Kun Law Offices, the Investor having received legal opinions the Company’s PRC legal counsel, in substantially form and substance reasonably acceptable to the form attached Investor, dated as Exhibit H hereto, (iii) Sit, Xxxx, Xxxxx & Xxxx, the Company’s Hong Kong counsel, in substantially the form attached as Exhibit I hereto, (iv) Forbes Hare, the Company’s British Virgin Islands counsel, in substantially the form attached as Exhibit J hereto, and (v) Loeb & Loeb LLP, the Company’s New York counsel, in substantially the form attached as Exhibit K hereto; and (u) Nasdaq shall have approved the listing of the shares of Common Stock issuable upon conversion of the Purchased Shares on NasdaqCompletion Date.

Conditions Precedent to Obligations of the Investor at Completion. The obligation of the Investor to complete the purchase of the Preferred 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 in writing by the Investor: (a) the Collective Company Warranties remaining true and correct in all material respects on the Completion Date as provided in Section 6.4 (6.5, provided, however, that to the extent any portion of any Collective Company Warranty is already qualified as to materiality, such portion of such Collective Company Warranty as so qualified shall remain true and correct in all respects)respect; (b) each of the Company and Full Alliance having performed and complied in all material respects with all of its agreements and obligations contained in the Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) each of the Company Company, Golden Meditech and Full Alliance GM Stem Cells 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 a party and the transactions contemplated thereby, and having provided to the Investor copies of all resolutions (and all attachments thereto) described below, in form and substance below to the reasonable satisfaction of the Investor (each certified by a duly authorized director or officer to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include: (i) approval by the Board and on or prior to the written consent of Full Alliancedate hereof, each to the extent required by the applicable law and Company Charter Documents, of the following: (1) the authorization and issuance of Preferred Notes to the Investor and the authorization and issue of the Shares to the InvestorInvestor upon the conversion of the Notes; and (2) the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby; and; (ii) approval by the board of directors of each of Golden Meditech and the stockholder(s) of Full AllianceGM Stem Cells, to the extent required by the applicable law or its charter documents, of the execution, delivery and performance by such entity and the Company of each Transaction Document to which it is a party and all transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental AuthorityAuthority (including any anti-trust, competition or similar legal requirements in any jurisdiction), or pursuant to any contract binding on the Company or Full Alliance, or whereby their its respective assets are subject or bound, 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), including the 8-K Filing in accordance with Section 8.11(a), ) having been obtained or made made, and copies thereof having been provided to the Investor (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 inquiry against Full Alliance, the Company or any other Group Member to restrain, prohibit prohibit, delay 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, regulation or regulation 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 Investor and delivered to the Investor; (g) except as may be a the result of the announcement of the transactions contemplated hereby, there having been since the date of this Agreement, (i) no material adverse change in, and no change in circumstances that has a material adverse impact on the future, business, operations, properties, properties or financial position (including any material increase in provisions), earnings, condition or prospects of any Group Memberthe Group, taken as a whole, and (ii) no material change in, and no event or circumstance that has occurred and could result in any relevant laws, regulations material change or policies in any of the jurisdictions or sectors in which any Group Member does business (whether coming into effect prior amendment to, on or after the Completion Date) that could reasonably be expected to materially and adversely affect any historical financial statement of any Group Member; (h) completion of all appropriate actions to elect or appoint at Completion the Nominee Director Designee to the Board and any committees thereof as selected by the Nominee Director Designee, including, if necessary, taking such appropriate actions to increase the size of the Board and such committees to effect such election or appointment; (i) the Company having delivered to the Investor a copy of the register of directors and officers of the Board Company as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the BoardBoard and the committees thereof, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board (and the relevant committees) includes one nominee of the Investor as duly elected members of such board of directors of the CompanyNominee Director Designee; (ij) the Company having delivered to the Investor (i) a duly executed director indemnification agreement in favor of the Investor DirectorNominee Director Designee, in substantially the form attached as Exhibit F heretoC hereto (“Indemnification Agreement”), and (ii) duly executed Indemnification Priority and Information Sharing Agreement attached as Exhibit D hereto and (iii) evidence that (x) the existing directors’ and officers’ indemnity insurance of the Company has been extended (or a new policy or policies have been secured) to cover risk of loss or liability arising from certain conditions and circumstances (substantially similar or superior to the coverage in the existing policy) occurring on or prior to May 5, 2011 and (y) new directors’ and officers’ indemnity insurance has been provided in respect of the Nominee Director Designee in an amount, and from an insurer that is reasonably satisfactory to the Company covering an aggregate limit of liability of not less than US$15 million and covering each member of the Board (including the Investor Director) with respect to risk of loss or liability arising from certain conditions and circumstances (substantially similar to the coverage in the existing policy) occurring after May 5, 2011Investor; (jk) the Company having delivered evidence to the reasonable satisfaction of the Investor of the appointment of a Process Agent pursuant to Section 14.3; (k) the Company having delivered to the Investor evidence to the reasonable satisfaction of the Investor that the Company is validly existing and in good standing15.3; (l) the Company having delivered to the Investor evidence to a certificate of good standing issued by (i) the reasonable satisfaction Cayman Islands Registrar of Companies in connection with the Company and each Subsidiary of the Investor that Company incorporated in the Cayman Islands, and (ii) the British Virgin Islands Registrar of Corporate Affairs in connection with each Subsidiary of the Company has engaged KPMG as incorporated in the AuditorBritish Virgin Islands; (m) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit B; (n) there being no outstanding comments from the due filing of SEC regarding any filings by the Certificate of Designation with the State of NevadaCompany; (o) completion of all appropriate actions to elect or appoint at Completion the Investor Director to the Board, including, if necessary, taking such appropriate actions to increase the size of the Board to effect such election or appointment; (p) no stop order or suspension of trading having been imposed by Nasdaq, the SEC or any other Governmental Authority with respect to public trading in the Common Stock; (q) the Company having delivered to the Investor copies of duly executed employment agreements and confidentiality and non-competition agreements between each of the Senior Managers and the relevant Group Member, containing, among other things, provisions required under Section 8.25 and otherwise in a form and substance substantially identical to the agreements entered into by Xx. Xx as provided in Section 8.25; (r) the Investor having received a letter of undertaking duly issued by each of the shareholders of Full Alliance to the Investor containing non-competition undertakings substantially identical to Section 4.2 of the Stockholders’ Agreement; (s) the Company having delivered to the Investor (i) a certificate, dated the Completion Date and signed by an authorized signatory of the Company, certifying that the conditions set forth in paragraphs (a) through (qn) of this Section 3.1 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Investor may reasonably request; (tp) the Investor having received legal opinions from: (i) Xxxxx and Xxxxxxx Xxxx LLP& Xxxxxxx, the Company’s Nevada Cayman Islands legal counsel, in substantially the form attached hereto as Exhibit G heretoF, (ii) Han Kun Law OfficesJunzejun, the Company’s PRC legal counsel, in substantially form and substance satisfactory to the form attached as Exhibit H hereto, Investor; (iii) Sit, Xxxx, Xxxxx & XxxxXxxxxx Xxxxxxx, the Company’s Hong Kong legal counsel, in substantially the form attached hereto as Exhibit I hereto, (iv) Forbes Hare, the Company’s British Virgin Islands counsel, in substantially the form attached as Exhibit J heretoH, and (viv) Loeb & Loeb LLP, the Company’s New York legal counsel, in substantially the form attached hereto as Exhibit K heretoI, each dated as of the Completion Date; (q) The board, shareholder(s) and investment committee of the Investor shall have approved the execution, delivery and performance by the Investor of this Agreement and each other Transaction Document to which it is a party and all transactions contemplated hereby or thereby; and (ur) Nasdaq shall have NYSE having conditionally approved the listing of the shares of Common Stock issuable upon conversion of the Purchased Conversion Shares on NasdaqNYSE, subject only to official notice of issuance.