Common use of Conditions to Obligations of Purchasers Clause in Contracts

Conditions to Obligations of Purchasers. The respective obligations of each Purchaser to subscribe for, purchase and pay for the Subscription Shares as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by each such Purchaser in its sole discretion: (a) The fundamental representations and warranties contained in Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d), Section 4.01(e) and Section 4.01(g) hereof shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date). Other representations and warranties of the Company contained in Section 4.01 of this Agreement shall have been true and correct on the date of this Agreement and true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date); (b) The Company shall have performed and complied with all, and not be in breach or default in under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date in all material respects. (c) There shall have been no Material Adverse Effect with respect to the Company. (d) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Subscription Shares shall have been completed. (e) The Company shall have approved the appointment of a director nominated by Tencent and an observer nominated by J to the board of directors of the Company, which shall be effective upon the Closing. (f) The Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxxx Xxxxx Xxxxxxx, Cayman counsel to the Company, substantially in the form as set forth in Exhibit C. (g) No stop order or suspension of trading shall have been imposed by NYSE, the SEC or any other Governmental Authority with respect to the public trading of the ADSs. (h) The Company shall have duly executed and delivered the Investor Rights Agreement on or prior to the Closing. (i) The concurrent Closing of the other Purchaser’s subscription and purchase of such Purchaser’s Subscription Shares.

Conditions to Obligations of Purchasers. The respective obligations obligation of each Purchaser Purchasers to subscribe for, purchase and pay for consummate the Subscription Shares as transactions contemplated by this Agreement are shall be subject to the satisfactionfulfillment or Purchasers’ waiver, on at or before prior to the Closing DateClosing, of each of the following conditions, any of which may be waived in writing by each such Purchaser in its sole discretion: (a) The fundamental All representations and warranties of Sellers and the Target Companies contained in Section 4.01(a)3.01, Section 4.01(b), 3.02 and Section 4.01(c), Section 4.01(d), Section 4.01(e3.04 of this Agreement (the “Fundamental Representations”) and in Section 4.01(g3.09(a) hereof shall be true and correct as of the Closing Date as though made at and as of such date, except for any such representations and warranties that are by their terms given only as of a specific date. All representations and warranties of Sellers and the Target Companies other than the Fundamental Representations and the representations in Section 3.09(a) shall be true and correct in all respects on and as of the Closing Date with the same effect as though such representations and warranties were made on at and as of the Closing Date such date (except for those representations and warranties that expressly speak address matters only as of a specified date, in which case on shall be true and correct as though made at and as of such specified date). Other , except where the failure of such representations and warranties of the Company contained in Section 4.01 of this Agreement shall have been to be true and correct on (without giving regard to any materiality or “Material Adverse Effect” qualifications set forth therein) would not, in the date of this Agreement aggregate, have a Material Adverse Effect. (b) Sellers shall have duly performed and true and correct complied in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in with all respects) on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date); (b) The Company shall have performed and complied with all, and not be in breach or default in under any agreements, covenants, conditions covenants and obligations contained in required by this Agreement that are required to be performed or complied with by it prior to or on or before the Closing Date in all material respectsDate. (c) There shall not have been no an occurrence or nonoccurrence of any event which results or would reasonably be expected to result in a Material Adverse Effect with respect to the CompanyEffect. (d) All corporate and other actions required Sellers shall have delivered to be taken by the Company in connection with the issuance and sale Purchasers an executed version of the Subscription Shares shall have been completedFirst Amendment to the DST Application Services Agreement, dated the date hereof, between U.S. Seller and U.S. Target. (e) The Company shall have approved the appointment of a director nominated by Tencent and an observer nominated by J to the board of directors of the Company, which shall be effective upon the Closing. (f) The Purchasers shall have received an opiniona certificate, dated the Closing Date, Date and signed by a duly authorized officer of Xxxxxxx Xxxxx Xxxxxxx, Cayman counsel to Sellers that each of the Company, substantially in the form as conditions set forth in Exhibit C. (gSection 6.02(a) No stop order or suspension of trading shall have and Section 6.02(b) has been imposed by NYSE, the SEC or any other Governmental Authority with respect to the public trading of the ADSssatisfied. (h) The Company shall have duly executed and delivered the Investor Rights Agreement on or prior to the Closing. (i) The concurrent Closing of the other Purchaser’s subscription and purchase of such Purchaser’s Subscription Shares.