Common use of Absence of Change Clause in Contracts

Absence of Change. Since the Statement Date, none of the Group Companies has declared or paid any dividend on its shares or registered capital, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed in the Disclosure Schedule: (a) each of the Group Companies has (i) conducted its business in the ordinary course consistent with past practice, (ii) used its best efforts to preserve its business, (iii) collected accounts receivable and paid accounts payable and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business; (b) none of the Group Companies has entered into any transaction in an amount in excess of RMB5,000,000 other than in the ordinary course of business consistent with past practice; (c) there has been no material adverse change in or affecting the business, financial condition, results, operations or prospects of any of the Group Companies; (d) there has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business, financial condition, results, operations or prospects of any Group Company; (e) there has been no waiver of any material right or claim of any Group Company, or the cancellation of any material debt or claim held by any Group Company; (f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practice; (g) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by any of the Group Companies, except such satisfaction, discharge or payment made in the ordinary course of business consistent with past practice that is not material to the assets, properties, financial condition, operating results or business of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practice; (j) there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than in the ordinary course of business consistent with past practice; (k) there has not been any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable law; (l) there has not been any resignation of or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate in excess of RMB75,000,000; (n) there has not been any change in the nature or organization of, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstanding; and (s) there has not been any agreement or commitment by any Group Company to do any of the things described in this Section 3.9.

Absence of Change. Since the Statement Date, none of the Group Companies has declared or paid any dividend on its shares or registered capital, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed in the Disclosure ScheduleAgreements: (a) each of the Group Companies has (i) conducted its business in the ordinary course consistent with past practice, (ii) used its best efforts to preserve its business, (iii) collected accounts receivable and paid accounts payable and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business; (b) none of the Group Companies has entered into any transaction in an amount in excess of RMB5,000,000 other than in the ordinary course of business consistent with past practice; (c) there has been no material adverse change in or affecting the business, financial condition, results, operations or prospects of any of the Group Companies; (d) there has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business, financial condition, results, operations or prospects of any Group Company; (e) there has been no waiver of any material right or claim of any Group Company, or the cancellation of any material debt or claim held by any Group Company; (f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practice; (g) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by any of the Group Companies, except such satisfaction, discharge or payment made in the ordinary course of business consistent with past practice that is not material to the assets, properties, financial condition, operating results or business of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practice; (j) there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than in the ordinary course of business consistent with past practice; (k) there has not been any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable law; (l) there has not been any resignation of or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate in excess of RMB75,000,000; (n) there has not been any change in the nature or organization of, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstanding; and (s) there has not been any agreement or commitment by any Group Company to do any of the things described in this Section 3.9.

Absence of Change. Since the Statement DateJanuary 1, 2010, none of the Group Companies has declared or paid any dividend on its shares or registered capital, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed in the Disclosure ScheduleAgreements: (a) each of the Group Companies has (i) conducted its business in the ordinary course consistent with past practice, (ii) used its best efforts to preserve its business, (iii) collected accounts receivable and paid accounts payable and similar obligations in the ordinary course of business consistent with past practice, practice and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business; (b) none of the Group Companies has entered into any transaction in an amount in excess of RMB5,000,000 other than in the ordinary course of business consistent with past practice; (c) there has been no material adverse change in or affecting the business, financial condition, results, operations or prospects of any of the Group Companies; (d) there has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business, financial condition, results, operations or prospects of any Group Company; (e) there has been no waiver of any material right or claim of any Group Company, or the cancellation of any material debt or claim held by any Group Company; (f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practice; (g) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by any of the Group Companies, except such satisfaction, discharge or payment made in the ordinary course of business consistent with past practice that is not material to the assets, properties, financial condition, operating results or business of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practice; (j) except as set forth in Section 3.9(j) of the Disclosure Schedule, there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than in the ordinary course of business consistent with past practice;, and (k) there has not been any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable law; (l) there has not been any resignation of or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate in excess of RMB75,000,000; (n) there has not been any change in the nature or organization of, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or and Preferred Shares and there were options exercisable for 21,060,606 convertible into 21,008,743 Commons Shares outstandingShares; and (s) there has not been any agreement or commitment by any Group Company to do any of the things described in this Section 3.9.

Absence of Change. Since the Statement DateExcept as set forth on SCHEDULE III.2.(k), none since December 31, 1999, there has not been any of the Group Companies has declared following events, with the exception of events which would, by itself or paid any dividend taken together with other events falling under the following list, not have a Material Adverse Effect on its shares or registered capital, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed in the Disclosure ScheduleCompany: (ai) each change in the financial condition, assets, liabilities, personnel or operations of the Group Companies has (i) conducted Company or in its business relations with suppliers, customers, lessors or others, other than changes in the ordinary course consistent of business, with past practicethe exception of changes in relation with thetransactions contemplated by this Agreement, including, without limitation, the Real Estate Purchase Agreements; (ii) used its best efforts to preserve its businesschanges which have had or could have a Material Adverse Effect on the Business or the Company, with the exception of changes in relation with thetransactions contemplated by this Agreement, including, without limitation, the Real Estate Purchase Agreements; (iii) collected accounts receivable and damage, destruction, loss, or other action which may give rise to any liability or obligation of the Company (whether or not covered by insurance) adversely affecting its assets, except in relation with the transactions contemplated by this Agreement, including, without limitation, the Real Estate Purchase Agreements; (iv) (x) indebtedness for borrowed money incurred by the Company becoming, or becoming capable of being declared, repayable earlier than the due date for payment or (y) forgiveness or cancellation of indebtedness owed to the Company or waiver of any claims or rights by the Company with regard to such indebtedness, except in relation with the transactions contemplated by this Agreement, including, without limitation, the Real Estate Purchase Agreements; (v) increase in the compensation or benefits paid accounts or payable and similar obligations by the Company to any of its officers or employees or agreement to do the same, except for scheduled increases in the ordinary course of business consistent with past practicepractice ; (vi) dividend, and distribution or other disposition or any transfer, lease, license of assets of the Company to the Sellers; (ivvii) not engaged encumbrances placed on or created or extended over any of the assets of the Company, except in relation with the transactions contemplated by this Agreement, including, without limitation, the Real Estate Purchase Agreements; Share Purchase Agreement - 18 - ================================================================================ (viii) amendment or termination of any new line lease, contract, license or other agreement of business or entered into any agreementthe type described in Article III.2.(r) to which the Company is a party, transaction or activity or made any commitment except those other than in the ordinary course of business, except in relation with the transactions contemplated in this Agreement, including, without limitation, the Real Estate Purchase Agreements; (bix) none change in the collection, payment or credit practices of the Group Companies has entered into any transaction Company or in an amount in excess the accounting practices, procedures or methods of RMB5,000,000 the Company; (x) agreement, arrangement or transaction, other than in the ordinary course of business consistent with past practice; practice and of an entirely arm's length nature, between the Company and (ci) there has been no material adverse change in one or affecting the business, financial condition, results, operations or prospects of any both of the Group Companies; Sellers, (dii) there has been no damage toany officer or employee of the Company or, destruction (iii) any other person or loss entity affiliated with or related to one or both of physical property (whether the Sellers or not covered an officer or employee of such entity, with the exception of the transactions contemplated by insurance) materially affecting the businessthis Agreement including, financial condition, results, operations or prospects of any Group Company; (e) there has been no waiver of any material right or claim of any Group Company, or the cancellation of any material debt or claim held by any Group Company; (f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practice;Real Estate Purchase Agreements; or (gxi) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation notice given by any officer, supplier, customer or contractual counterpart of the Group Companies, except such satisfaction, discharge Company that they intend to terminate or payment made in the ordinary course of business consistent with past practice that is not material to the assets, properties, financial condition, operating results or business of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of they terminate a current contractual relationship with the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practice; (j) there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than in the ordinary course of business consistent with past practice; (k) there has not been any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable law; (l) there has not been any resignation of or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate in excess of RMB75,000,000; (n) there has not been any change in the nature or organization of, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstanding; and (s) there has not been any agreement or commitment by any Group Company to do any of the things described in this Section 3.9.

Absence of Change. Since the Statement DateDecember 31, none of the Group Companies has declared or paid any dividend on its shares or registered capital, and since the Statement Date2006, except as contemplated by set forth on Schedule 3.8, the Principal Agreements Company and disclosed the Subsidiaries have conducted their business in the Disclosure Scheduleordinary course, consistent with past practice, and: (a) each of there has not been any Material Adverse Change; (b) the Group Companies has (i) conducted its business in Company and the ordinary course consistent with past practiceSubsidiaries have not entered into any transaction or incurred, (ii) used its best efforts to preserve its businesscreated, (iii) collected accounts receivable and paid accounts payable and similar obligations assumed or guaranteed any Liability or obligation other than in the ordinary course of business substantially consistent with past practice, practice and (iv) the Company and the Subsidiaries have not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the ordinary course of business; (bc) none the Company and the Subsidiaries have not sold, leased, transferred or assigned any assets other than in the ordinary course of business substantially consistent with past practice, other than assets that have been replaced with other assets of equal or greater value nor sold or otherwise disposed of their capital stock, or granted any options, warrants or other rights to purchase or obtain any of their capital stock; (d) the Company or the Subsidiaries have not mortgaged, pledged or subjected to any Lien any of their assets other than Liens with respect to current Taxes not yet due; (e) the Company or the Subsidiaries have not suffered any material damage, destruction or loss, whether or not covered by insurance, (i) that individually or in the aggregate would have a Material Adverse Effect or (ii) of any item carried on their books of account at more than $25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility services required to conduct their business and operations; (f) the Company or the Subsidiaries have not (i) changed any of the Group Companies has entered into Employee Benefit Plans, (ii) granted any transaction general increase in any rate or rates of salaries or compensation or in benefits of any kind to its employees other than in the ordinary course of business substantially consistent with past practice or (ii) any specific increase in the salary of or compensation to any employee whose total salary and compensation after such increase would be at an amount annual rate in excess of RMB5,000,000 $75,000; (g) the Company or the Subsidiaries have not made or suffered any amendment or termination of any material agreement, contract, commitment, or lease to which they are a party or by which they are bound, or cancelled, modified or waived any debts or claims held by them, other than in the ordinary course of business consistent with past practice; (c) there has been no material adverse change in , or affecting the businesswaived any rights of substantial value, financial condition, results, operations or prospects of any of the Group Companies; (d) there has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business, financial condition, results, operations or prospects of any Group Company; (e) there has been no waiver of any material right or claim of any Group Company, or the cancellation of any material debt or claim held by any Group Company; (f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practicebusiness; (gh) there has been no satisfaction the Company or discharge of any Encumbrance or payment of any obligation by the Subsidiaries have not changed any of the Group Companiesaccounting principles followed by them or the methods of applying such principles, except such satisfaction, discharge as required by GAAP; (i) the Company or the Subsidiaries have not made any material tax elections; (j) the Company or the Subsidiaries have not postponed or delayed the payment made in of accounts payable and other Liabilities outside the ordinary course of business consistent with past practice that is not material to or accelerated the assets, properties, financial condition, operating results or business collection of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practice; (j) there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than in the ordinary course of business consistent with past practicetheir accounts receivable; (k) there has the Company or the Subsidiaries have not been transferred, assigned or granted any loan license or advance to, guarantee for the benefit of, sublicense of any rights under or investment in, any Person (including but not limited with respect to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable lawIntellectual Property; (l) there has the Company or the Subsidiaries have not been declared, set aside or paid any resignation of dividend or termination of the employment relationship of made any Key Employeedistribution with respect to their capital; (m) there has the Company or the Subsidiaries have not been made any capital expenditures made by loan to or entered into any Group Company that aggregate in excess other transaction with, any of RMB75,000,000;their directors, managers, officers and employees; and (n) there has not been any change in the nature or organization of, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has Subsidiaries have not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstanding; and (s) there has not been any agreement or commitment by any Group Company agreed to do any of the things described in this Section 3.9foregoing.

Absence of Change. Since the Statement DateExcept as set forth on Schedule 3.5, none of the Group Companies has declared or paid any dividend on its shares or registered capital, and since the Statement Date, except as contemplated by this Agreement or in connection with the Principal Agreements and disclosed in payoff of the Disclosure Schedule: Secured Financing, since February 28, 2003, (a) each of Sellers have operated the Group Companies has (i) conducted its business in the ordinary course consistent with past practice, (ii) used its best efforts to preserve its business, (iii) collected accounts receivable and paid accounts payable and similar obligations Purchased Assets in the ordinary course of business business, consistent with past practice, and there has not been any event, occurrence or development which constitutes or, to the Knowledge of Sellers, could reasonably be expected to have or result in a Material Adverse Effect on the Purchased Assets, Assumed Liabilities, Buyer Parties or on any Seller's ability to consummate the transactions contemplated hereby or perform its obligations hereunder, (ivb) not engaged there has been no material change in Sellers' employment relationships with any new line of business the Key Employees other than by reason of such Key Employees' death or entered into any agreementdisability, transaction or activity or (c) no Seller has made any material capital commitment or expenditure, or incurred or become liable for any material debt or other material obligation or liability (except those for expenditures incurred in the ordinary course of business; (b) none of the Group Companies has or entered into any transaction guarantee or material agreement for the production or manufacture of goods or equipment or the providing of services, other than such commitments or expenditures that are incurred in an amount in excess the ordinary course of RMB5,000,000 business, (d) other than in the ordinary course of business consistent with past practice; (c) business, there has been no material adverse change in or affecting the business, financial condition, results, operations or prospects of any of the Group Companies; (d) there has been no damage todamage, destruction or other casualty loss of physical property (whether or not covered by insurance) materially and adversely affecting the businessPurchased Assets or that would materially and adversely affect the Assumed Liabilities, financial condition, results, operations or prospects of any Group Company; (e) there has been no waiver change in any method of any material right accounting or claim of any Group Company, or the cancellation of any material debt or claim held accounting practices by any Group Company; Seller, and (f) there has been no saletransaction or commitment made, assignmentnor any contract or agreement entered into, exclusive license, Encumbrance upon relating to the Purchased Assets or transfer any relinquishment of any tangible contract or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practice; (g) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by any of the Group Companies, except such satisfaction, discharge or payment made in the ordinary course of business consistent with past practice that is not right material to the assetsPurchased Assets or the Assumed Liabilities, properties, financial condition, operating results other than transactions or business of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; commitments (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practice; (j) there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than in the ordinary course of business consistent with past practice; (k) there has not been any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance compliance with Applicable law; (l) there has not been any resignation of or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate applicable Law, in excess of RMB75,000,000; (n) there has not been any change in the nature or organization ofall material respects, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (oii) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person expressly contemplated by this Agreement or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstanding; and (s) there has not been any agreement or commitment by any Group Company to do any of the things described in this Section 3.9Assumed Contracts.

Absence of Change. Since the Statement DateAugust 31, none of the Group Companies has declared or paid any dividend on its shares or registered capital, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed in the Disclosure Schedule1997: (a) each There has been no adverse change in the financial condition, results of operations, assets, liabilities or business of the Group Companies has (i) conducted its business in Company and the ordinary course consistent with past practiceCompany Subsidiaries, (ii) used its best efforts to preserve its business, (iii) collected accounts receivable and paid accounts payable and similar obligations in the ordinary course of business consistent with past practicetaken as a whole, and (iv) not engaged in any new line no event or condition has occurred which the Company believes has adversely effected or shall adversely effect the financial condition, results of operations, assets, liabilities or business or entered into any agreementof the Company and the Company Subsidiaries, transaction or activity or made any commitment except those in the ordinary course of businesstaken as a whole; (b) none There have been no short term or long term liabilities or obligations incurred by or on behalf of the Group Companies has entered into Company or any transaction Company Subsidiary, except in an amount in excess the normal course of RMB5,000,000 other than business, and no such liability in the ordinary course of business consistent with past practiceexceeds $10,000 in any one instance or $25,000 in the aggregate; (c) there has There have been no material adverse change dividends, redemptions, share dividends or other distributions in or affecting respect of shares to the business, financial condition, results, operations or prospects of any shareholders of the Group CompaniesCompany or any Company Subsidiary declared, set aside or paid; (d) There has been no sale, transfer or distribution of any asset of the Company or any Company Subsidiary or any other transaction with respect to the Company or any Company Subsidiary entered into other than in the regular and customary course of business, and there has been no damage toforgiveness, destruction waiver or loss compromise of physical property (whether or not covered by insurance) materially affecting the business, financial condition, results, operations or prospects of any Group Companydebt; (e) there There has been no loss, damage, or destruction of property or assets of the Company or any Company Subsidiary not fully covered by insurance and no waiver of any rights of material right or claim of any Group Company, or the cancellation of any material debt or claim held by any Group Companyvalue; (f) there No capital expenditure with respect to the Company or any Company Subsidiary or any of the properties or assets of any of them has been no sale, assignment, exclusive license, Encumbrance upon or transfer made in excess of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than $10,000 in the ordinary course of business consistent with past practiceaggregate; (g) there There has been no satisfaction change in the employment contract or discharge pension plan of any Encumbrance officer, director, employee or payment of any obligation by any consultant of the Group CompaniesCompany or any Company Subsidiary, except and no such satisfaction, discharge person has received any bonus or payment made in option to purchase any equity security of the ordinary course of business consistent with past practice that is not material to the assets, properties, financial condition, operating results Company or business of any Group Company;Company Subsidiary; and (h) there Since August 31, 1997, the Company has been no waiver, material change, amendment to not reclassified or termination of a Material Contract or arrangement by which any of the Group Companies (or any of otherwise caused an increase in its current assets or properties) is bound or subjectdecrease in its current liabilities, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary normal course of the Company's business (such as working capital loans) conducted over the prior three months, and in amounts no event will the Company increase any long-term indebtedness resulting in excess of RMB5,000,000 and on terms consistent with past practice; (j) there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than either an increase in the ordinary course of business consistent with past practice; (k) there has not been any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable law; (l) there has not been any resignation of or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate in excess of RMB75,000,000; (n) there has not been any change in the nature or organization of, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, current assets or business of any other Person decrease in current liabilities or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge sell or otherwise disposition dispose of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstanding; and (s) there has not been any agreement or commitment by any Group Company to do any of the things described in this Section 3.9its non-current assets.

Absence of Change. Since January 1, 1998 and except as detailed in Exhibit 8.14, the Statement Date, none business of the Group Companies Company and its Subsidiaries has declared or paid any dividend on its shares or registered capital, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed been conducted in the Disclosure Schedule:ordinary course; and (a) each there has not been any material adverse change in the condition (financial or otherwise), business, assets, liabilities, operations or prospects of the Group Companies Company or any of its Subsidiaries; (b) there has not been any damage, destruction or loss materially and adversely affecting the business or properties of the Company or any of its Subsidiaries; (ic) the business of the Company and its Subsidiaries has been conducted its business in the ordinary course consistent with past practicecourse; (d) there has not been any sale, (ii) used transfer or other disposition of any material asset of the Company or of any of its best efforts to preserve its businessSubsidiaries, (iii) collected accounts receivable and paid accounts payable and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those other than sales from inventory in the ordinary course of business; (be) none there has not been any appropriation or condemnation by a governmental authority of any material asset of the Group Companies Company or of any of its substantial Subsidiaries, and the Company has entered into not received written notice, nor have Sellers actual knowledge, that any transaction such proceedings have been instituted or are pending; (f) there has not been any loan or advance to or from the Company or a Subsidiary, to or from any of the officers, directors of Sellers, of the Company or any Affiliate of such officers, directors or Sellers; (g) there has not been any increase in an amount in excess the rate of RMB5,000,000 other compensation payable or to become payable to any of the key officers or employees of the Company or a Subsidiary, otherwise than in the ordinary course of business consistent with past practice; (c) there has been no material adverse change in or affecting the business, financial condition, results, operations or prospects of any of the Group Companies; (d) there has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business, financial condition, results, operations or prospects of any Group Company; (e) there has been no waiver of any material right or claim of any Group Company, or the cancellation of any material debt or claim held by any Group Company; (f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practice; (g) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by any of the Group Companies, except such satisfaction, discharge or payment made in the ordinary course of business consistent with past practice that is not material to the assets, properties, financial condition, operating results or business of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practice; (j) there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than in the ordinary course of business consistent with past practice; (k) there has not been any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable law; (l) there has not been any resignation of or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate in excess of RMB75,000,000; (n) there has not been any change in the nature accounting methods or organization of, accounting principles or any material change in practices employed by the scope of, Company and the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstandingSubsidiaries; and (si) There has been no dividend or distribution of any kind declared, paid or made by the Company on its share capital; (j) there has been no payment of any management or similar fees, except as otherwise specifically provided in Section 6.3 above; (k) there has been no change in the authorized or issued shares of the Company and the Subsidiaries which is not reflected in Exhibit 8.8 and no change in the governing documents of the Company and the Subsidiaries; (l) there have been no related party transactions; (m) Sellers did not, directly or indirectly, solicit, negotiate, enter into or execute any agreement or commitment by any Group Company to do with third parties for the sale of any of Sellers' shares or interests or for the things described purchase of any shares or interests in the Company in off exchange and exchange transactions (including the tendering of shares in a purchase offer); (n) the Company and the Subsidiaries have not pursued any transaction such as a merger, a sale of the majority of its assets, a reorganization, a substantial allotment or another transaction which may impede the transactions contemplated herein. With respect to LO, the representations in this Section 3.98.14 shall be limited to Sellers' best knowledge.

Absence of Change. Since Except as otherwise contemplated in this Agreement or the Statement Contemplated Transactions, since the Balance Sheet Date, none of the Group Companies has declared or paid any dividend on its shares or registered capital, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed in the Disclosure Schedule: (a) each of the Group Companies has (i) the Acquired Companies have conducted its their business only in the ordinary course consistent with past practice, (ii) used its best efforts there has not been any change, event or development that, individually or in the aggregate, has had or is reasonably likely to preserve its business, have a Company Material Adverse Effect and (iii) collected accounts receivable and there has not been: (a) any issuance, sale, grant, disposition or pledge of any shares in the capital stock of any Acquired Company (or any other equity or ownership interest in the Acquired Companies) or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares (other than issuances, sales, grants or pledges to Seller or any Acquired Company); (b) any acquisition, repurchase, redemption or similar action regarding any share capital or equity securities (including any options, restricted stock units, restricted shares or otherwise) of the Acquired Companies; (c) (i) any split, combination, subdivision or reclassification of any Acquired Company’s capital stock or other equity or ownership interest, or issuance or authorization of the issuance of any other securities in respect of, in lieu of or in substitution for its capital stock (or any other change with respect to its capital structure), or (ii) any declaration or payment of any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any of its capital stock, or any other actual, constructive or deemed distribution in respect of the capital stock that has not been paid accounts payable and similar obligations or made as of the date hereof other than distributions solely in cash in the ordinary course of business; (d) any sale, transfer, license or other disposition, or any Contract for the sale, transfer, license or other disposition, of any assets of any Acquired Company in excess of $500,000, other than sales to customers in the ordinary course of business; (e) any change in any material respect by any Acquired Company in its accounting methods, principles or practices, except as required by GAAP or Legal Requirements (or the applicability thereof) or as disclosed in the notes to the Financial Statements; (f) any amendment to the Organizational Documents of any Acquired Company; (g) any acquisition (or agreement thereof) of any Person, business or division thereof (whether by merger, acquisition of stock, acquisition of assets or otherwise) by any Acquired Company; (h) any adoption of any plan of merger, consolidation, reorganization, complete or partial liquidation or dissolution, restructuring, recapitalization (or otherwise altering of the corporate structure) or filing of a petition in bankruptcy under any Legal Requirement by any Acquired Company or consent by any Acquired Company to the filing of any bankruptcy petition against it, except for the Contemplated Transactions; (i) (i) any incurrence of any Financial Indebtedness or guarantee or assumption of any Financial Indebtedness of another Person in excess of $1,000,000 (other than intercompany Financial Indebtedness that will be extinguished on or prior to the Closing), (ii) the making of any loans, advances or capital contributions to, or guarantees for the benefit of, or investments in, any other Person or (iii) any cancelation, release or forgiveness of any Financial Indebtedness owed to or right or claims held by it; (j) any payment, discharge or satisfaction of any material claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any payment, discharge or satisfaction in the ordinary course of business consistent with past practice; (k) any loss, damage, destruction or other casualty affecting any assets or properties of the Acquired Companies, whether covered by insurance or not, which materially and adversely affects the Business; (ivl) not engaged in any new line of business or entered entrance into any agreementMaterial Contract or Government Contract, transaction or activity or made any commitment except those other than in the ordinary course of business; (bm) none any Government Contract Bid, other than in the ordinary course of business; (n) any increase or decrease in the compensation payable or to become payable or the benefits provided to its directors, managers, officers, employees, consultants or advisors, except for merit and cost-of-living increases and changes in compensation in the ordinary course of business or any increase as provided in any Contract with an Acquired Company; or any grant of any severance or termination payment, not in the ordinary course of business, to, or any payment, loan or advance to, any director, manager, officer, employee, consultant or advisor of any Acquired Company; or any establishment, adoption, entrance into or material amendment of any Acquired Company Plan; (o) any termination of (other than an expiration in accordance with a Contract’s terms), waiver of any material right under, or amendment in any material respect of, any Material Contract, in each case, other than in the ordinary course of business; (i) any made, changed or revoked material Tax election, (ii) any filed or amended material Tax Return (except as provided in this Agreement), (iii) any closing agreement entered into with any taxing Governmental Authority, (iv) any settled or compromised material Tax liability or Tax claim, audit, investigation or other proceeding with respect to a material amount of Taxes, (v) any consent to extension or waiver of the Group limitation period applicable to any material Tax claim or assessment relating to the Acquired Companies has entered into or (vi) any transaction changed Tax accounting period or any material method of Tax accounting; (q) any material delay of payment of receivables or other management of payables, receivables, current assets, current liabilities or working capital in an amount in excess of RMB5,000,000 any manner, with respect to each such delay or such management, other than in the ordinary course of business consistent with past practice; (cr) there has been no material adverse change in or affecting the business, financial condition, results, operations or prospects of any of the Group Companies; (d) there has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business, financial condition, results, operations or prospects of any Group Company; (e) there has been no waiver of any material right or claim of Lien, other than a Permitted Lien, created on any Group Acquired Company’s assets, or the cancellation of any material debt or claim held by any Group Company; (f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practicebusiness; (g) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by any of the Group Companies, except such satisfaction, discharge or payment made in the ordinary course of business consistent with past practice that is not material to the assets, properties, financial condition, operating results or business of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practice; (j) there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than in the ordinary course of business consistent with past practice; (k) there has not been any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable law; (l) there has not been any resignation of or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate in excess of RMB75,000,000; (n) there has not been any change in the nature or organization of, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstanding; and (s) there has not been any authorization, or commitment with respect to, any single capital expenditure that is in excess of $500,000 for any Acquired Company, with payments required to be made after the Closing, except, in connection with the entrance into, and in reasonable support of, a Contract existing as of the date of such capital expenditure; (t) any liquidation, winding up, plan of reorganization, insolvency proceedings or similar transaction or arrangement with creditors, whether voluntary or involuntary; or (u) any agreement or commitment understanding whether in writing or otherwise, by any Group Acquired Company to do take any of the things described actions specified in this Section 3.9subparagraphs (a) through (t) above.

Absence of Change. Since Except as set forth on Schedule 2.5, since December 31, 2005, Sellers have conducted the Statement Date, none of Business in the Group Companies has declared or paid any dividend on its shares or registered capitalordinary course, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed in the Disclosure Schedulethere has not been: (a) each of the Group Companies has any material obligation or liability (i) conducted its business in the ordinary course consistent with past practicewhether absolute, (ii) used its best efforts to preserve its businessaccrued, (iii) collected accounts receivable and paid accounts payable and similar obligations in the ordinary course of business consistent with past practicecontingent or otherwise, and (ivwhether due or to become due) not engaged in any new line of business or entered into any agreementincurred by Sellers with respect to the Business, transaction or activity or made any commitment except those other than current obligations and liabilities incurred in the ordinary course of business; (b) none any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible) with respect to the Group Companies has entered into any transaction Business, except in an amount in excess of RMB5,000,000 other than each case under this Section 2.5(b), in the ordinary course of business consistent with past practicebusiness; (c) there has been no material adverse change in or affecting any write-down of the business, financial condition, results, operations or prospects value of any of the Group CompaniesPurchased Asset; (d) there has been no damage toany cancellation of any debts or claims or any amendment, termination or waiver of any rights of value to Sellers with respect to the Business; (e) any purchase of inventory or other tangible assets with respect to the Business, in excess of $25,000 in any individual case or $100,000 in the aggregate; (f) any capital expenditure or commitment or addition to Sellers’ property, plant or equipment with respect to the Business, in excess of $10,000 in any individual case or $50,000 in the aggregate; (g) any damage, destruction or loss of physical property (whether or not covered by insurance) materially affecting any Purchased Asset that is material to the business, financial condition, results, operations or prospects conduct of any Group Companythe Business; (eh) there has been no waiver any change in the accounting methods or practices followed by Sellers, any change in depreciation or amortization policies or rates followed by Sellers, or any change in the policies for establishing reserves on Sellers’ books with respect to salability of inventory of the Business or contingent liabilities of the Business; (i) any extension, amendment or termination of any material right or claim of any Group CompanyContract relating to the Business, or the cancellation of any material debt or claim held by any Group Company; (f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than except in the ordinary course of business consistent with past practice; (g) there has been no satisfaction or discharge business, including termination due to the expiration of the term of any Encumbrance or payment of any obligation by any of the Group Companies, except such satisfaction, discharge or payment made Contract in the ordinary course of business consistent accordance with past practice that is not material to the assets, properties, financial condition, operating results or business of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practiceterms; (j) there has not been any Material Adverse Effect or the creation or other incurrence loss of any of Sellers’ material Encumbrance on any asset of any Group Company other than in customers or suppliers relating to the ordinary course of business consistent with past practiceBusiness; (k) there has not been any loan shutdown or advance tocessation of operations conducted by, guarantee for the benefit or constituting a part of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable law;Business; or (l) there has not been any resignation of agreement, whether in writing or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate in excess of RMB75,000,000; (n) there has not been any change in the nature or organization ofotherwise, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by to take any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; actions specified in the foregoing paragraphs (qa) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; through (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstanding; and (s) there has not been any agreement or commitment by any Group Company to do any of the things described in this Section 3.9k).