Conditions to the Obligation of the Purchasers Sample Clauses

Conditions to the Obligation of the Purchasers. The several obligations of each Purchaser to consummate the transactions to be consummated at the Closing, and to purchase and pay for the Securities being purchased by it at the Closing pursuant to this Agreement, are subject to the satisfaction or waiver in writing of the following conditions precedent:

Conditions to the Obligation of the Purchasers. TO CLOSE -------------------------- The obligation of the Purchasers to purchase the Purchased Shares, to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchasers of the following conditions on or before the Closing Date.

Conditions to the Obligation of the Purchasers. The obligations of the Purchasers to consummate the transactions to be consummated at the Closing, and to purchase and pay for the Securities being purchased by them at the Closing pursuant to this Agreement, are subject to the satisfaction or waiver of the following conditions precedent: (a) The representations and warranties contained herein of the Company shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Purchasers that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (c) The Purchasers shall have received a certificate, dated the Closing Date and signed by the Chief Executive Officer or the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled. (d) The purchase of and payment for the Notes by the Purchasers shall not be prohibited or enjoined by any law or governmental or court order or regulation. (e) The Company shall have executed and delivered the Supplemental Indenture in substantially the form attached hereto as Exhibit A to the Purchasers and the Company shall have executed and delivered the Notes to the Purchasers. (f) The Company shall have executed and delivered the Registration Rights Agreement Amendment in substantially the form attached hereto as Exhibit B to the Purchasers. (g) The Purchasers shall have received from Xxxxxx & Xxxxxx LLP, counsel to the Company, an opinion in substantially the form attached hereto as Exhibit D. (h) [Reserved] (i) On or prior to the Closing, each of the conditions to the effectiveness of the Credit Agreement Amendment shall have been satisfied or waived, the Company shall have delivered to the Purchasers counterparts to the Credit Agreement Amendment executed by the Company and the Subsidiaries of the Company party thereto and the Credit Agreement Amendment shall be in full force and effect. (j) The Closing shall occur no earlier than the date that is one (1) business day following the date of...

Conditions to the Obligation of the Purchasers. TO CLOSE -------------------------- 5.1 GAP Purchasers' and Xxxxxxxx'x Conditions. The obligation ----------------------------------------- of the GAP Purchasers and Xxxxxxxx to purchase the GAP/Xxxxxxxx Purchased Shares, to pay the purchase price therefor at the First Closing and to perform their other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the GAP Purchasers and Xxxxxxxx of the following conditions on or before the First Closing Date:

Conditions to the Obligation of the Purchasers. The obligations of the Purchasers to consummate the transactions to be consummated at the Closing, and to purchase and pay for the Notes being purchased by it at the Closing pursuant to this Agreement, are subject to the satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Company contained in Section 3.1, Section 3.4, Section 3.5, Section 3.6(i), Section 3.22 and Section 3.23 hereof (each a “Fundamental Representation”) herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Purchasers that for purposes of this Section 6.1(a), in the case of any representation and warranty of the Company contained herein (i) which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects or (ii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date). (b) The purchase of and payment for the Notes by the Purchasers shall not be prohibited or enjoined by any law or governmental or court order or regulation. (c) The Company and the Trustee shall have executed and delivered the Indenture to the Purchasers and the Company shall have executed and delivered the Notes to the Purchasers. (d) The Company shall have executed and delivered the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”) to the Purchasers. (e) The Purchasers shall have received from Shearman & Sterling LLP, United States counsel to the Company, an opinion in form and substance reasonably satisfactory to the Purchasers concerning the matters set forth on Exhibit C-1. (f) The Purchasers shall have received from Xxxxxx and Xxxxxx, Cayman Islands special counsel to the Company, an opinion in form and substance reasonably satisfactory to the Purchasers concerning the matters set forth on Exhibit C-2. (g) The Purchasers shall have received from TransAsia Lawyers, PRC special counsel to the Company, an opinion in form and substance reasonably satisfactory to the Purchasers concerning the matters set forth on Exhibit C-3. (h) The Company shall have delivered to Purchasers the written consent from Baidu, Inc., required pursuant to Section 7(9) of the US$300 Million Credit Facility Contract, dated as ...

Conditions to the Obligation of the Purchasers. TO CLOSE AT THE SECOND CLOSING The obligation of each Purchaser to purchase the Second Preferred Shares to be purchased by it, to pay the Second Purchase Price at the Second Closing and to perform any obligations hereunder shall be subject to the satisfaction or waiver of the following conditions on or before the Second Closing Date:

Conditions to the Obligation of the Purchasers to Consummate the Closing 20

Conditions to the Obligation of the Purchasers. TO CLOSE 5.1 Representation and Warranties 5.2 Compliance with this Agreement 5.3 Officer’s Certificate

Conditions to the Obligation of the Purchasers. TO CLOSE -------------------------- The obligation of the Purchasers to purchase the Purchased Shares to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, Purchasers of the following conditions on or before the Closing Date. 5.1 FILING OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Amended and Restated Certificate of Incorporation shall have been duly filed by the Company with the Secretary of State of the State of Delaware in accordance with the General Corporation Law of the State of Delaware, and the Purchasers shall have received evidence of such filing in form and substance reasonably satisfactory to Purchasers.

Conditions to the Obligation of the Purchasers. The obligation ----------------------------------------------------------- of each Purchaser to purchase and pay for the Units being purchased by it at any Closing is, at its option, subject to the satisfaction, on or before the date of such Closing, of the following conditions: