Common use of Conditions To Obligations Of Stockholder Clause in Contracts

Conditions To Obligations Of Stockholder. The obligations of Stockholder as set forth in Section 1 above shall be subject to the satisfaction of each of the following conditions (collectively, the “Conditions”), any of which may be waived by Stockholder: (a) the exchange ratios used in the Exchange Offer shall be 6.639 shares of Asia Holding Co., for each share of Series 1-A Preferred Stock, 17.818 shares of Asia Holding Co. for each share of Series 2-A Preferred Stock and 5,059.217 shares of Asia Holding Co. for each share of Series 4-A Preferred Stock; (b) The cash purchase price in the Offer is $0.158 in cash for each share of Asia Holding Co. and the Offer shall not have been revoked or withdrawn for any reason; (c) Holders of a majority of the shares of each of the Vsource Series 1-A, Series 2-A and Series 4-A Preferred Stock, each voting as a separate class, shall have agreed that the Transaction, including the Company’s contribution of 100% of its ownership interest in Vsource Asia to Asia Holding Co., as well as the exchange by holders of Vsource Preferred Stock for shares of common stock of Asia Holding Co., shall not be deemed a liquidation; (d) The holders of at least 51% of the outstanding Series 4-A Preferred Stock shall have agreed to cause any shares of Series 4-A Preferred Stock that are not exchanged for shares of Asia Holding Co. to be converted into Vsource common stock and therefore extinguish the Series 4-A Preferred Stock’s put right; (e) The holders of at least 51% of the outstanding shares of each class of Preferred Stock shall have elected to exchange their Preferred Stock for shares of Asia Holding Co. in the Exchange Offer; (f) The holders of at least 75% of the common stock of Asia Holding Co. shall have agreed to tender their common shares of Asia Holding Co. to Symphony; (g) The Company shall have obtained: • approval of the Malaysian Securities Commission for the sale of its shares of Vsource Asia to Asia Holding Co. pursuant to the Malaysian Securities Commission Axx 0000, and • a waiver from the Malaysian Securities Commission from the requirement for Asia Holding Co. to make a general offer for the remaining shares of Vsource Asia pursuant to the Take-Over Code; (x) Symphony and the Stockholder shall have entered into a binding sale and purchase agreement pursuant to which Symphony will be obligated to purchase, and the Stockholder will be obligated to sell, all of the common stock owned by the Stockholder for $0.50 per share and all warrants dated November 21, 2002 owned by the Stockholder for $0.25 per warrant, and (y) all conditions to the closing of such transaction, other than the completion of the Exchange Offer and the Symphony Offer, shall have been satisfied. (i) All other regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction and the Offer shall have been obtained; (j) There shall not have occurred a breach of any covenant, representation or warranty of the Company provided in Section 6; and (k) There shall not have occurred or become known to the Stockholder any event, development or circumstance that has caused or could reasonably be expected to cause a Material Adverse Effect (as defined below), or that has or could reasonably be expected to have a material adverse effect on the Transaction or the Offer.

Conditions To Obligations Of Stockholder. The obligations of Stockholder as set forth in Section 1 above shall be subject to the satisfaction of each of the following conditions (collectively, the “"Conditions”"), any of which may be waived by Stockholder: (a) the exchange ratios used in the Exchange Offer shall be 6.639 shares of Asia Holding Co., for each share of Series 1-A Preferred Stock, 17.818 shares of Asia Holding Co. for each share of Series 2-A Preferred Stock and 5,059.217 shares of Asia Holding Co. for each share of Series 4-A Preferred Stock; (b) The cash purchase price in the Offer is $0.158 in cash for each share of Asia Holding Co. and the Offer shall not have been revoked or withdrawn for any reason; (c) Holders of a majority of the shares of each of the Vsource Series 1-A, Series 2-A and Series 4-A Preferred Stock, each voting as a separate class, shall have agreed that the Transaction, including the Company’s 's contribution of 100% of its ownership interest in Vsource Asia to Asia Holding Co., as well as the exchange by holders of Vsource Preferred Stock for shares of common stock of Asia Holding Co., shall not be deemed a liquidation; (d) The holders of at least 51% of the outstanding Series 4-A Preferred Stock shall have agreed to cause any shares of Series 4-A Preferred Stock that are not exchanged for shares of Asia Holding Co. to be converted into Vsource common stock and therefore extinguish the Series 4-A Preferred Stock’s 's put right; (e) The holders of at least 51% of the outstanding shares of each class of Preferred Stock shall have elected to exchange their Preferred Stock for shares of Asia Holding Co. in the Exchange Offer; (f) The holders of at least 75% of the common stock of Asia Holding Co. shall have agreed to tender their common shares of Asia Holding Co. to Symphony; (g) The Company shall have obtained: • approval of the Malaysian Securities Commission for the sale of its shares of Vsource Asia to Asia Holding Co. pursuant to the Malaysian Securities Commission Axx Xxx 0000, and • a waiver from the Malaysian Securities Commission from the requirement for Asia Holding Co. to make a general offer for the remaining shares of Vsource Asia pursuant to the Take-Over Code; (x) Symphony and the Stockholder shall have entered into a binding sale and purchase agreement pursuant to which Symphony will be obligated to purchase, and the Stockholder will be obligated to sell, all of the common stock owned by the Stockholder for $0.50 per share and all warrants dated November 21, 2002 owned by the Stockholder for $0.25 per warrant, and (y) all conditions to the closing of such transaction, other than the completion of the Exchange Offer and the Symphony Offer, shall have been satisfied. (i) All other regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction and the Offer shall have been obtained; (j) There shall not have occurred a breach of any covenant, representation or warranty of the Company provided in Section 6; and (k) There shall not have occurred or become known to the Stockholder any event, development or circumstance that has caused or could reasonably be expected to cause a Material Adverse Effect (as defined below), or that has or could reasonably be expected to have a material adverse effect on the Transaction or the Offer.

Conditions To Obligations Of Stockholder. The obligations of Stockholder as set forth in Section 1 above shall be subject to the satisfaction of each of the following conditions (collectively, the “Conditions”"CONDITIONS"), any of which may be waived by Stockholder: (a) the exchange ratios used in the Exchange Offer shall be 6.639 shares of Asia Holding Co., for each share of Series 1-A Preferred Stock, 17.818 shares of Asia Holding Co. for each share of Series 2-A Preferred Stock and 5,059.217 5,509.217 shares of Asia Holding Co. for each share of Series 4-A Preferred Stock; (b) The cash purchase price in the Offer is $0.158 in cash for each share of Asia Holding Co. and the Offer shall not have been revoked or withdrawn for any reason; (c) Holders of a majority of the shares of each of the Vsource Series 1-A, Series 2-A and Series 4-A Preferred Stock, each voting as a separate class, shall have agreed that the Transaction, including the Company’s 's contribution of 100% of its ownership interest in Vsource Asia to Asia Holding Co., as well as the exchange by holders of Vsource Preferred Stock for shares of common stock of Asia Holding Co., shall not be deemed a liquidation; (d) The holders of at least 51% of the outstanding Series 4-A Preferred Stock shall have agreed to cause any shares of Series 4-A Preferred Stock that are not exchanged for shares of Asia Holding Co. to be converted into Vsource common stock and therefore extinguish the Series 4-A Preferred Stock’s 's put right; (e) The holders of at least 51% of the outstanding shares of each class of Preferred Stock shall have elected to exchange their Preferred Stock for shares of Asia Holding Co. in the Exchange Offer; (f) The holders of at least 75% of the common stock of Asia Holding Co. shall have agreed to tender their common shares of Asia Holding Co. to Symphony; (g) The Company shall have obtained: • - approval of the Malaysian Securities Commission for the sale of its shares of Vsource Asia to Asia Holding Co. pursuant to the Malaysian Securities Commission Axx Xxx 0000, and • - a waiver from the Malaysian Securities Commission from the requirement for Asia Holding Co. to make a general offer for the remaining shares of Vsource Asia pursuant to the Take-Over Code; (x) Symphony and the Stockholder shall have entered into a binding sale and purchase agreement pursuant to which Symphony will be obligated to purchase, and the Stockholder will be obligated to sell, all of the common stock owned by the Stockholder for $0.50 per share and all warrants dated November 21, 2002 owned by the Stockholder for $0.25 per warrant, and (y) all conditions to the closing of such transaction, other than the completion of the Exchange Offer and the Symphony Offer, shall have been satisfied. (i) All other regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction and the Offer shall have been obtained; (j) There shall not have occurred a breach of any covenant, representation or warranty of the Company provided in Section 6; and (k) There shall not have occurred or become known to the Stockholder any event, development or circumstance that has caused or could reasonably be expected to cause a Material Adverse Effect (as defined below), or that has or could reasonably be expected to have a material adverse effect on the Transaction or the Offer.

Conditions To Obligations Of Stockholder. The obligations of Stockholder as set forth in Section 1 above shall be subject to the satisfaction of each of the following conditions (collectively, the “Conditions”), any of which may be waived by Stockholder: (a) the exchange ratios used in the Exchange Offer shall be 6.639 shares of Asia Holding Co., for each share of Series 1-A Preferred Stock, 17.818 shares of Asia Holding Co. for each share of Series 2-A Preferred Stock and 5,059.217 shares of Asia Holding Co. for each share of Series 4-A Preferred Stock; (b) The cash purchase price in the Offer is $0.158 in cash for each share of Asia Holding Co. and the Offer shall not have been revoked or withdrawn for any reason;; 1 This clause (ii) is not included in the Commitment Letters executed by Xxxxxx Xxxxx and Xxxx Xxxxxxxxx. (c) Holders of a majority of the shares of each of the Vsource Series 1-A, Series 2-A and Series 4-A Preferred Stock, each voting as a separate class, shall have agreed that the Transaction, including the Company’s contribution of 100% of its ownership interest in Vsource Asia to Asia Holding Co., as well as the exchange by holders of Vsource Preferred Stock for shares of common stock of Asia Holding Co., shall not be deemed a liquidation; (d) The holders of at least 51% of the outstanding Series 4-A Preferred Stock shall have agreed to cause any shares of Series 4-A Preferred Stock that are not exchanged for shares of Asia Holding Co. to be converted into Vsource common stock and therefore extinguish the Series 4-A Preferred Stock’s put right; (e) The holders of at least 51% of the outstanding shares of each class of Preferred Stock shall have elected to exchange their Preferred Stock for shares of Asia Holding Co. in the Exchange Offer; (f) The holders of at least 75% of the common stock of Asia Holding Co. shall have agreed to tender their common shares of Asia Holding Co. to Symphony; (g) The Company shall have obtained: • approval of the Malaysian Securities Commission for the sale of its shares of Vsource Asia to Asia Holding Co. pursuant to the Malaysian Securities Commission Axx Xxx 0000, and • a waiver from the Malaysian Securities Commission from the requirement for Asia Holding Co. to make a general offer for the remaining shares of Vsource Asia pursuant to the Take-Over Code; (x) Symphony and the Stockholder shall have entered into a binding sale and purchase agreement pursuant to which Symphony will be obligated to purchase, and the Stockholder will be obligated to sell, all of the common stock owned by the Stockholder for $0.50 per share and all warrants dated November 21, 2002 owned by the Stockholder for $0.25 per warrant, and (y) all conditions to the closing of such transaction, other than the completion of the Exchange Offer and the Symphony Offer, shall have been satisfied. (i) All other regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction and the Offer shall have been obtained; (j) There shall not have occurred a breach of any covenant, representation or warranty of the Company provided in Section 6; and (k) There shall not have occurred or become known to the Stockholder any event, development or circumstance that has caused or could reasonably be expected to cause a Material Adverse Effect (as defined below), or that has or could reasonably be expected to have a material adverse effect on the Transaction or the Offer.

Conditions To Obligations Of Stockholder. The obligations of Stockholder as set forth in Section 1 above shall be subject to the satisfaction of each of the following conditions (collectively, the “"Conditions”"), any of which may be waived by Stockholder: (a) : the exchange ratios used in the Exchange Offer shall be 6.639 shares of Asia Holding Co., for each share of Series 1-A Preferred Stock, 17.818 shares of Asia Holding Co. for each share of Series 2-A Preferred Stock and 5,059.217 5,509.217 shares of Asia Holding Co. for each share of Series 4-A Preferred Stock; (b) . The cash purchase price in the Offer is $0.158 in cash for each share of Asia Holding Co. and the Offer shall not have been revoked or withdrawn for any reason; (c) . Holders of a majority of the shares of each of the Vsource Series 1-A, Series 2-A and Series 4-A Preferred Stock, each voting as a separate class, shall have agreed that the Transaction, including the Company’s 's contribution of 100% of its ownership interest in Vsource Asia to Asia Holding Co., as well as the exchange by holders of Vsource Preferred Stock for shares of common stock of Asia Holding Co., shall not be deemed a liquidation; (d) ; The holders of at least 51% of the outstanding Series 4-A Preferred Stock shall have agreed to cause any shares of Series 4-A Preferred Stock that are not exchanged for shares of Asia Holding Co. to be converted into Vsource common stock and therefore extinguish the Series 4-A Preferred Stock’s 's put right; (e) ; The holders of at least 51% of the outstanding shares of each class of Preferred Stock shall have elected to exchange their Preferred Stock for shares of Asia Holding Co. in the Exchange Offer; (f) ; The holders of at least 75% of the common stock of Asia Holding Co. shall have agreed to tender their common shares of Asia Holding Co. to Symphony; (g) ; The Company shall have obtained: • approval of the Malaysian Securities Commission for the sale of its shares of Vsource Asia to Asia Holding Co. pursuant to the Malaysian Securities Commission Axx Xxx 0000, ; and • a waiver from the Malaysian Securities Commission from the requirement for Asia Holding Co. to make a general offer for the remaining shares of Vsource Asia pursuant to the Take-Over Code; (x) Symphony and the Stockholder shall have entered into a binding sale and purchase agreement pursuant to which Symphony will be obligated to purchase, and the Stockholder will be obligated to sell, all of the common stock owned by the Stockholder for $0.50 per share and all warrants dated November 21, 2002 owned by the Stockholder for $0.25 per warrant, and (y) all conditions to the closing of such transaction, other than the completion of the Exchange Offer and the Symphony Offer, shall have been satisfied. (i) All other regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction and the Offer shall have been obtained; (j) There shall not have occurred a breach of any covenant, representation or warranty of the Company provided in Section 6; and (k) There shall not have occurred or become known to the Stockholder any event, development or circumstance that has caused or could reasonably be expected to cause a Material Adverse Effect (as defined below), or that has or could reasonably be expected to have a material adverse effect on the Transaction or the Offer.

Conditions To Obligations Of Stockholder. The obligations of Stockholder as set forth in Section 1 above shall be subject to the satisfaction of each of the following conditions (collectively, the “"Conditions”"), any of which may be waived by Stockholder: (a) the exchange ratios used in the Exchange Offer shall be 6.639 shares of Asia Holding Co., for each share of Series 1-A Preferred Stock, 17.818 shares of Asia Holding Co. for each share of Series 2-A Preferred Stock and 5,059.217 5,509.217 shares of Asia Holding Co. for each share of Series 4-A Preferred Stock; (b) The cash purchase price in the Offer is $0.158 in cash for each share of Asia Holding Co. and the Offer shall not have been revoked or withdrawn for any reason; (c) Holders of a majority of the shares of each of the Vsource Series 1-A, Series 2-A and Series 4-A Preferred Stock, each voting as a separate class, shall have agreed that the Transaction, including the Company’s 's contribution of 100% of its ownership interest in Vsource Asia to Asia Holding Co., as well as the exchange by holders of Vsource Preferred Stock for shares of common stock of Asia Holding Co., shall not be deemed a liquidation; (d) The holders of at least 51% of the outstanding Series 4-A Preferred Stock shall have agreed to cause any shares of Series 4-A Preferred Stock that are not exchanged for shares of Asia Holding Co. to be converted into Vsource common stock and therefore extinguish the Series 4-A Preferred Stock’s 's put right; (e) The holders of at least 51% of the outstanding shares of each class of Preferred Stock shall have elected to exchange their Preferred Stock for shares of Asia Holding Co. in the Exchange Offerexchange offer; (f) The holders of at least 75% of the common stock of Asia Holding Co. shall have agreed to tender their common shares of Asia Holding Co. to Symphony; (g) The Company shall have obtained: • approval of the Malaysian Securities Commission for the sale of its shares of Vsource Asia to Asia Holding Co. pursuant to the Malaysian Securities Commission Axx Xxx 0000, and • a waiver from the Malaysian Securities Commission from the requirement for Asia Holding Co. to make a general offer for the remaining shares of Vsource Asia pursuant to the Take-Over Code; (x) Symphony and the Stockholder shall have entered into a binding sale and purchase agreement pursuant to which Symphony will be obligated to purchase, and the Stockholder will be obligated to sell, all of the common stock owned by the Stockholder for $0.50 per share and all warrants dated November 21, 2002 owned by the Stockholder for $0.25 per warrant, and (y) all conditions subject to the closing satisfaction of certain conditions set forth in such transaction, other than the completion of the Exchange Offer sale and the Symphony Offer, shall have been satisfiedpurchase agreement. (i) All other regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction and the Offer shall have been obtained; (j) There shall not have occurred a breach of any covenant, representation or warranty of the Company provided in Section 6; and (k) There shall not have occurred or become known to the Stockholder any event, development or circumstance that has caused or could reasonably be expected to cause a Material Adverse Effect (as defined below), or that has or could reasonably be expected to have a material adverse effect on the Transaction or the Offer.