Common use of Conditions to the Company’s Obligations to Effect the Closing Clause in Contracts

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares shall have been completed. (iii) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect 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. (iv) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver issue the Purchased Shares Note to a Purchaser at the Purchaser as contemplated by this Agreement Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (iia) All corporate and other actions required to be taken by that Purchaser and the Purchaser Fund Manager in connection with the purchase of the Purchased Shares applicable Note shall have been completed.; (iiib) The representations and warranties of the Purchaser Fund Manager contained in Section 2.2 Article 4 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on true and correct in all material respects as of the Closing Date; , and the Purchaser Fund Manager shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date.; and (ivc) No governmental authority Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority Governmental Entity of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver issue the Purchased Shares to Note at the Purchaser as contemplated by this Agreement Closing is subject to the satisfaction, on or before waiver by the Closing DateCompany, of each of the following conditions, any of which may only be waived in writing by upon or before the Company in its sole discretionClosing: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (iia) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares Note shall have been completed.; (iiib) The representations and warranties of the Purchaser contained in Section 2.2 Article 4 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and in all material respects as of the Closing Date; , and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, 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.; and (ivc) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Purchaser that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the relevant Purchased Shares Securities to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the its Purchased Shares Securities hereunder and any other Transactions shall have been completed. (iiiii) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) with respect to the Purchaser on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with by the Purchaser on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementTransactions with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementTransactions with respect to the Purchaser; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementTransactions with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementTransactions with respect to the Purchaser.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares hereunder and any other transactions contemplated under the Transaction Documents shall have been completed. (iiiii) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with by the Purchaser on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares hereunder and any other transactions contemplated under the Transaction Documents shall have been completed. (iiiii) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and in all material respects on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, issue and sell and deliver the Purchased Shares to the Purchaser as contemplated by this Agreement is are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares hereunder shall have been completed. (iiiii) The representations and warranties of the Purchaser contained in Section 2.2 2.1 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect 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. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver issue the Purchased Shares to Notes at the Purchaser as contemplated by this Agreement Closing is subject to the satisfaction, on or before written waiver by the Closing DateCompany, of each of the following conditions, any of which may only be waived in writing by upon or before the Company in its sole discretionClosing: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (iia) All corporate and other actions required to be taken by the Purchaser Purchasers in connection with the purchase of the Purchased Shares Notes shall have been completed.; (iiib) The representations and warranties of the Purchaser Purchasers contained in Section 2.2 Article 5 of this Agreement other than the Fundamental Purchaser Representations shall have been true and correct on the date of this Agreement and true and correct in all material respects (without regard to any limitation or qualification as to materiality included therein) as of the Closing Date and the Fundamental Purchaser Representations shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; , and the Purchaser Purchasers shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by them on or before the Closing Date.; and (ivc) No governmental authority Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority Governmental Entity of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the Purchased Shares to the each Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, Date of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions actions, as applicable, required to be taken by the such Purchaser in connection with the purchase of the Purchased Shares hereunder and any other transactions contemplated under the Transaction Documents shall have been completed. (iiiii) The representations and warranties of the such Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date of this Agreement and on and as of the Closing Date; and the such Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, issue and sell and deliver the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter Agreement shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares shall have been completed. (iii) The representations and warranties of the Purchaser to the Company contained in Section 2.2 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and in all material respects on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date. (iv) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the relevant Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the its Purchased Shares hereunder and any other transactions contemplated under the Transaction Documents shall have been completed. (iiiii) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) with respect to the Purchaser on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with by the Purchaser on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document with respect to the Purchaser that are substantial in relation to the Company. (iv) The Purchaser shall have obtained and/or completed all requisite consent, approval, registration, qualification or filing with or from all applicable Chinese governmental authorities (including competent authorities in charge of commerce, development and reform, as well as foreign exchange) (the “ODI Approval”) with respect to its offshore direct investment in the Company as contemplated hereby (the “ODI”).

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver issue the Purchased Shares to Note at the Purchaser as contemplated by this Agreement Closing is subject to the satisfaction, on or before waiver by the Closing DateCompany, of each of the following conditions, any of which may only be waived in writing by upon or before the Company in its sole discretionClosing: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (iia) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares Note shall have been completed.; (iiib) The representations and warranties of the Purchaser contained in Section 2.2 Article 4 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and in all material respects as of the Closing Date; , and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect 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.; and (ivc) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the Purchased Ordinary Shares and the Warrant to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, Date of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions actions, as applicable, required to be taken by the Purchaser in connection with the purchase of the Purchased Ordinary Shares and the Warrant hereunder and any other transactions contemplated under the Transaction Documents shall have been completed. (iiiii) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver issue the Purchased Shares to Note at the Purchaser as contemplated by this Agreement Closing is subject to the satisfaction, on or before waiver by the Closing DateCompany, of each of the following conditions, any of which may only be waived in writing by upon or before the Company in its sole discretionClosing: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (iia) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares Note shall have been completed.; (iiib) The representations and warranties of the Purchaser contained in Section 2.2 Article 4 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and in all material respects as of the Closing Date; , and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect 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.; and (ivc) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement with respect to the Purchaser that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, Date of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions actions, as applicable, required to be taken by the Purchaser in connection with the purchase of the Purchased Shares hereunder and any other transactions contemplated under the Transaction Documents shall have been completed. (iiiii) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares hereunder shall have been completed. (iiiii) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect 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. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the Purchased Shares applicable Pre-Funded Warrants to the a Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the such Purchaser in connection with the purchase of the Purchased Shares Pre-Funded Warrants hereunder and any other transactions contemplated under the Transaction Documents shall have been completed. (iiiii) The representations and warranties of the such Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and in all material respects on and as of the Closing Date; and the such Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver the Purchased Ordinary Shares and the Warrant to the each Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, Date of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions actions, as applicable, required to be taken by the such Purchaser in connection with the purchase of the Purchased Ordinary Shares and the Warrant hereunder and any other transactions contemplated under the Transaction Documents shall have been completed. (iiiii) The representations and warranties of the such Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date of this Agreement and on and as of the Closing Date; and the such Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document that are substantial in relation to the Company.

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver consummate the Purchased Shares transactions with respect to the Purchaser as each Series B Investor contemplated by this Agreement Section 2.1, Section 2.2 and Section 2.3 is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion: (i) The Lock-up Letter shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering. (ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares shall have been completed. (iii) The representations and warranties of the Purchaser such Series B Investor contained in Section 2.2 of this Agreement 3.2 shall have been true true, accurate and correct not misleading in all respects (in the case of any such representation or warranty containing any materiality qualification) or in all material respects (in the case of any such representation or warranty without any materiality qualification) on and as of the date of this Agreement and on and as of the Closing Date; Date with the same effect as if made on and as of the Purchaser Closing Date (except for such representations and warranties that are made as of a specific date, which shall speak only as of such date). (ii) Such Series B Investor shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement and the other Transaction Documents that are required to be performed or complied with on or before the Closing Date. (iviii) No governmental authority of competent jurisdiction Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this AgreementContemplated Transactions, or imposes any damages or penalties in connection with the transactions contemplated by this AgreementContemplated Transactions; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened by any Governmental Authority or any third party that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this AgreementContemplated Transactions, or imposes any damages or penalties in connection with the transactions contemplated consummation of the Contemplated Transactions. (iv) Such Series B Investor shall have delivered to the Company a copy of the Shareholders Agreement, duly executed by this Agreementsuch Series B Investor.