ASIA TIMES undertakes to make full and due performance of the Call Option Agreement during the valid term of this Agreement and that it will not be in conflict with any term under the Call Option Agreement, which may have impact on the exercise of the Entrusted Rights by the Trustees under this Agreement.
ASIA TIMES is a comprehensive company with professional commercial consulting services of enterprises, which specializes on finance information consulting and counselling of IPO.
ASIA TIMES hereby represents and warrants in respect to itself and the Target Company in which it holds equity as follows:
ASIA TIMES is a limited liability company operation duly registered and validly existing under PRC Law, with independent status as a legal person; ASIA TIMES has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.
ASIA TIMES has full power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein.
ASIA TIMES is the enrolled legal shareholder of the Option Equity when this Agreement comes into effect, except the rights created by this Agreement, the Proxy Agreement, the Equity Pledge Agreement, there is no lien, pledge, claim and other encumbrances and third party rights on the Option Equity. In accordance with this Agreement, HUAYA and/or other entity or individual designated by it may, upon the Exercise of Option, obtain the proper title to the Transferred Equity free from any lien, pledge, claim and other encumbrances and third party rights.
ASIA TIMES intends to transfer to HUAYA all of its assets and liabilities to the extent not violating PRC Law. In order to conduct the above asset transfer, ASIA TIMES agrees to grant HUAYA an irrevocable call option for assets (hereinafter the “ASSET CALL OPTION”), under which and to the extent as permitted by PRC Law, ASIA TIMES shall on demand of HUAYA transfer the assets and liabilities to HUAYA and/or any other entity or individual designated by it in accordance with the provisions contained herein. THEREFORE, the Parties hereby have reached the following agreement upon mutual consultations:
ASIA TIMES and Shareholders hereby acknowledge the purpose of such provisions and hereby agrees and authorizes the company to take any and all actions to effect such transaction and agrees irrevocably to execute any and all documents and instruments and authorize the company's relevant officers to sign on his or her behalf and hereby gives the company and any of its relevant officers a proxy to execute and deliver such documents and instruments to effect the purpose of this provision and hereby waives any defense or claim of causes of action to challenge or defeat this provision.
ASIA TIMES undertakes that, before HUAYA Exercise of Option and acquire all equity of ASIA TIMES, ASIA TIMES shall not do the following:
6.5.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own or any Target Company, or permit creating any encumbrance or other third party's interest on such assets, business, revenue or other legal rights (except as occurs during the arm's length or operations or daily operation, or as is disclosed to HUAYA and approved by HUAYA in writing);
6.5.2 conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to HUAYA and approved by HUAYA in writing);
6.5.3 release any dividend or share profit to the Personal Shareholders or cause the Target Company to do so in any form.
ASIA TIMES and the Personal Shareholders hereby further undertake to grant HUAYA irrevocably an option to purchase assets within the term of this Agreement: to the extent not violating the mandatory requirements under PRC Law, ASIA TIMES will transfer all of its assets and liabilities to HUAYA and/or other entity or individual designated by it when required by HUAYA.
