Investors shall have approved a fund flow chart setting forth how the proceeds from the issue of the Notes will be transferred to the PRC Operating Companies through * and converted into RMB.
Except as set forth on Schedule 2.04, the execution, delivery and performance of this Agreement and the Management and Control Agreements by the PRC Operating Companies and the PRC Shareholders do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any governmental or judicial authority.
There are no outstanding rights of, or commitments made by the Company or any Subsidiary to sell any equity interest in the PRC Operating Companies.
The Shares are validly issued, fully paid and non-assessable, and constitute all the issued and outstanding capital stock of the PRC Operating Companies.
Collateral Agent and the Investors shall have approved a fund flow chart setting forth how the proceeds from the issue of the Notes shall be transferred to the PRC Operating Companies and converted into RMB.