Additional Covenants of Party B. (a) Party B acknowledges and agrees that any Shares delivered by Party B to Party A on any Settlement Date or Net Share Settlement Date will be (i) newly issued, (ii) approved for listing or quotation on the Exchange, subject to official notice of issuance, and (iii) registered under the Exchange Act, and, when delivered by Party A (or an affiliate of Party A) to securities lenders from whom Party A (or an affiliate of Party A) borrowed Shares in connection with hedging its exposure to any Transaction, will be freely saleable without further registration or other restrictions under the Securities Act in the hands of those securities lenders, irrespective of whether any such stock loan is effected by Party A or an affiliate of Party A. Accordingly, Party B agrees that any Shares so delivered will not bear a restrictive legend and will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. In addition, Party B represents and agrees that any such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance.
Additional Covenants of Party B. Party B hereby covenants and agrees that it will, and that each Transaction entered into hereunder will, at all times, comply with its resolutions and/or derivatives policy.
Additional Covenants of Party B. The parties agree that, in connection with the purchase of Purchased Shares from Transferor 1, Transferor 2 and Transferor 3, respectively (each a “Note Holder” and collectively, the “Note Holders”), Party A shall issue and transfer to each Note Holder a convertible note substantially in the form attached hereto as Exhibit A with a principal amount set forth opposite the name of each Transferor on Schedule A attached hereto (the “Convertible Note”), which may be convertible into shares of Party A’s Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”). The Parties further agree and undertake that, the number of Class A Ordinary Shares converted from each Convertible Note may be adjusted as contemplated in the Convertible Note to be issued to each Note Holder on the Closing Date. The parties further agree that the Note Holders shall have no voting rights as the holder of the Convertible Note.
Additional Covenants of Party B. (a) Party B agrees with Party A as follows (as of each day from the date hereof until the Prepayment Date):
Additional Covenants of Party B. 1. With respect to each IRFA (as defined in the Confirmations; collectively, all Confirmations relating to any IRFA, shall be referred to as the “Back-to-Back Confirm”), prior to the True-Up Adjustment Date (as defined in the applicable Guaranteed Partnership Agreement), Party B shall deliver to Party A a certificate containing a statement as to whether Party B is aware of the occurrence of any Monetary Liability Collateral Trigger Event (as defined in the Credit Support Annex) and containing True-Up Adjustment calculations substantially similar to the True-Up Projections to be delivered in connection with the True-Up Adjustment Date in form and substance as may reasonably be required by Party A within 60 days after the end of each calendar quarter. Such calculations shall be certified by Xxxxxxx Group LLP, or any other firm of independent certified public accountants acceptable to Party A (collectively, “Xxxxxxx”) annually on or before July 1 (but only need to be certified by Xxxxxxx once a year). Promptly after the True-Up Adjustment Date Party B shall deliver a copy of the calculations made by Xxxxxxx in determining the True-Up Adjustment. Following the True-Up Adjustment Date, annually on or before each July 1, Party B shall cause Xxxxxxx to deliver to Party A a certified calculation of the actual and currently projected Internal Rate of Return (as defined in the Guaranteed Partnership Agreement) to the Limited Partners in form and substance as may reasonably be required by Party A to enable Party A to determine whether any Monetary Liability (as defined in the Credit Support Annex) may exist as a result thereof.
