Before Party. A (or an eligible entity designated by Party A) exercises the option and obtain all the equity or assets of the Company, without the written consent of Party A,Party B shall, individually or jointly with other shareholders of the Company,
(a) not make any supplement, change, or modification to the Company’s articles of incorporation in any form, which will materially affect the Company’s assets, liabilities, operations, equity and other legal rights, with the exception of a capital increase in the same proportion to meet legal requirements;
(b) not procure the Company to enter into any transaction that will materially affect the assets, liabilities, operations, equity and other legal rights of the Company, with the exception of those that are generated in the course of ordinary or daily business or have been disclosed to Party A and consented to by Party A in writing;
(c) not procure the shareholders’ meeting of Company to approve resolutions on the distribution of dividends and bonuses;
(d) not sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in any equity, or allow to create any other security interests thereon, without the prior written consent of Party A, except for the purpose of performing the Equity Pledge Agreement concluded by and among Party A, Party B, the Company and other shareholders of the Company on 24 February 2012;
(e) not procure the shareholders’ meeting of Company to approve to sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in any equity, or allow to create any other security interests thereon, without the prior written consent of Party A, except for the purpose of performing the Equity Pledge Agreement concluded by and among Party A, Party B, the Company and other shareholders of the Company on 24 February 2012;
(f) not procure the shareholders’ meeting of Company to approve to merge or combine with anyone, or acquire or invest in anyone, without the prior written consent of Party A;
(g) immediately notify Party A of any litigation, arbitration or administrative procedure in connection with the equity held by it, which occurs or may occur;
(h) procure the shareholders’ meeting of the Company to vote in favor of the transfer of the purchased equity as specified in the Agreement; it shall, and shall procure the Company to, amend its articles of association to reflect the transfer of equity from Party B to Party A or the designated person and other changes mentioned in t...
Before Party. A (or a qualified entity designated by Party A) has acquired all the equity or assets of Party D by exercising the purchase option provided hereunder, Party D shall not:
5.1.1 sell, assign, mortgage or otherwise dispose of, or create any encumbrance on, any of its assets, operations or any legal or beneficiary interests with respect to its revenues (unless such sale, assignment, mortgage, disposal or encumbrance is relating to its daily operation or has been disclosed to and agreed by Party A in writing);
5.1.2 enter into any transaction which may materially affect its assets, liability, operation, equity or other legal rights (unless such transaction is relating to its daily operation or has been disclosed to and agreed by Party A in writing); and
5.1.3 distribute any dividend to its shareholders in any manner.
Before Party. A (or its nominees) exercises the Option to obtain all Equity Interests or assets of Party C, unless with express written consent from Party A or its parent (or any nominees of Party A), none of Party B may jointly or individually:
(a) Make any supplement, modification or amendment to any charter documents of Party C, provided that such supplement, modification or amendment will materially adversely affect any assets, liabilities, operations, Equity Interests or any other entitlements of Party C (other than making proportional increase of capital contribution required by laws), or may affect this Agreement or the performance of any other agreements to which Party A, Party B or Party C is a party;
(b) Cause Party C to enter into any transaction which will materially adversely affect any assets, liabilities, operations, Equity Interests or any other entitlements of Party C, other than those made during the normal or ordinary course of business, or having received express consent from Party A;
(c) Cause the adoption of any resolution approving distribution of any dividends or bonuses at the shareholders meeting of Party C;
(d) From the date of this Agreement, sell, transfer, secure or otherwise dispose any legal or beneficial interest in the Equity Interests of Party C, or allow creation of any other security interests thereupon;
(e) Cause approval to sell, transfer, secure or otherwise dispose any legal or beneficial interest in the Equity Interests of Party C at its shareholders meeting, or allow creation of any other security interests thereupon;
(f) Cause approval of Party C to merge or consolidate with, or acquire or invest in any person, or effect any restructuring at its shareholders meeting; and
(g) Make voluntary dissolution, liquidation or wind-up of Party C.
Before Party. A (or any third party designated by Party A) acquires 100% equity interest or assets of Party C by exercising the option, each of Party B undertakes to:
(a) immediately notify Party A in writing of any litigation, arbitration or administrative proceedings in respect of the equity interest owned by Party A that has occurred or may occur, or any circumstance which may have any adverse effect on such equity interest;
(b) procure approval of any transfer of equity interest purchased under this Agreement at a shareholders meeting of Party C, procure Party C to modify its articles of association reflecting transfer of equity interest from Party B to Party A and/or any third party designated by Party A and any other change set out herein, and immediately apply for approval (if required by the law) and re-registration with competent PRC authority, and procure approval by Party C of any person nominated by Party A and/or any third party designated by Party A as its director and legal representative at its shareholders meeting;
(c) execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary charges or and provide necessary and appropriate defense against all claims, for the purpose to maintain its legitimate and valid ownership of its equity interest;
(d) at request from Party A from time to time, unconditionally and immediately transfer its equity interest to any third party designated by Party A, and waive its right of first refusal in relation to said equity transfer by another existing shareholder; and
(e) comply with this Agreement and any other agreements as executed by Party A and each of Party B, perform all obligations under such agreements, and not take any acts/omissions which is sufficient to affect validity and enforceability of this Agreement.
Before Party. A (or its designated third parties) exercises the option and acquires 100% equity or interest of Beijing Technology, and unless as approved by Party A (or its designated third parties) in writing, Beijing Technology may not:
(a) sell, transfer, pledge or otherwise dispose of any asset, business or earning, or allow any other security interest to be set thereon (unless as arising during normal or daily business process or as disclosed to Party A and approved expressly in writing by Party A in advance);
(b) conclude any transaction that may cause material adverse effect on its asset, liability, operation, equity interest or other legitimate rights (unless as arising during normal or daily business process or as disclosed to and approved expressly in writing by Party A in advance);
(c) distribute any dividend or bonus to its shareholders by any means;
(d) incur, inherit, secure for or permit the existence of any liability, except for (i) any liability arising from borrowing due to any insufficiency in normal or daily business process; or (ii) any liability as disclosed to and approved expressly in writing by Party A;
(e) execute any important contracts, excluding such contracts as executed during normal business process (for the purposes of this paragraph, a contract with a value exceeding RMB150,000 shall be taken as an important contract);
(f) increase or decrease the registered capital of Beijing Technology through shareholders meetings or otherwise change the structure of the registered capital;
(g) make additions, changes or modifications to the Articles of Association of Beijing Technology; or
(h) consolidate or associate with any other person, or acquire any person or invest in any person.
Before Party. A (or its designated third parties) exercises the option and acquire 100% equity or assets of Beijing Technology, unless as expressly approved in writing by Party A (or its designated third parties), Party B may not by individually or jointly:
(a) in any way make any additions, changes or modifications to the constitutional documents of Beijing Technology that may cause material adverse effect on the asset, liability, operation, equity interest or other legitimate rights of NetQin Technology (except for same percentage increment for compliance with the law), or on the effective performance of this Agreement, and other agreements executed by Party A, Party B and Beijing Technology;
(b) procure Beijing Technology to conclude any transaction that may have material adverse effect on the asset, liability, operation, equity interest and other legitimate rights of Beijing Technology (unless as arising from normal or daily business process or as disclosed to and expressly approved in writing by Party A in advance);
(c) procure the shareholders meeting of Beijing Technology to adopt any resolution of distribution of any dividend and bonus;
(d) sell, transfer, charge or otherwise dispose of any legitimate or beneficiary interest of any equity interest of Beijing Technology, or permit any other security interest to be set thereon at any time following the effectiveness of this Agreement;
(e) procure a shareholders meeting of Beijing Technology to approve the sale, transfer, charge or otherwise disposal of any legitimate and beneficiary interests of any equity, or permit any other security interest to be set thereon;
(f) cause a shareholders meeting of Beijing Technology to approve any consolidation or association of Beijing Technology with any other person, or acquisition of any person or investment in any person, or reorganization in any other form; or
(g) voluntarily wind up, liquidate or dissolve Beijing Technology.
Before Party. A (or any third party designated by Party A) acquires 100% equity or interest of Party C by exercising the option, unless with prior written consent of Party A (or any third party designated by Party A), Party C may not:
(a) sell, transfer, pledge or otherwise dispose any asset, business or income, or allow creation of any other security interest thereon, except during ordinary or routine course of business or having been disclosed to and received express prior written consent from Party A;
(b) conclude any transaction which may have material adverse effect on its assets, liabilities, operations, equity interest or other legitimate rights, except during ordinary or routine course of business or having been disclosed to and received express prior written consent from Party A;
(c) distribute any dividend or bonus to its shareholders;
(d) incur, assume, provide security for or permit existence of any debt, except for (i) any debt incurred during ordinary or routine course of business and not from borrowing; or (ii) any debt which has been disclosed to and received express prior written consent from Party A;
(e) execute any material contract, except during ordinary or routine course of business (for purposes of this paragraph, a contract with a value exceeding RMB 50,000 shall be deemed as a material contract);
(f) increase or decrease the registered capital of Party C at any shareholders meeting or otherwise change the structure of its registered capital;
(g) make any supplement, change or amendment to the articles of association of Party C; or
(h) merge or form alliance with, acquire or invest in any person.
Before Party. A (or its designated third parties) exercises the option and acquire 100% equity or assets of FL MOBILE, unless as expressly approved in writing by Party A (or its designated third parties), Party B may not by individually or jointly:
(a) in any way make any additions, changes or modifications to the constitutional documents of FL MOBILE that may cause material adverse effect on the asset, liability, operation, equity interest or other legitimate rights of FL MOBILE (except for same percentage increment for compliance with the law), or on the effective performance of this Agreement, and other agreements executed by Party A, Party B and FL MOBILE;
(b) procure A to conclude any transaction that may have material adverse effect on the asset, liability, operation, equity interest and other legitimate rights of FL MOBILE (unless as arising from normal or daily business process or as disclosed to and expressly approved in writing by Party A in advance);
(c) procure the shareholders meeting of FL MOBILE to adopt any resolution of distribution of any dividend and bonus;
(d) sell, transfer, charge or otherwise dispose of any legitimate or beneficiary interest of any equity interest of FL MOBILE, or permit any other security interest to be set thereon at any time following the effectiveness of this Agreement;
(e) procure a shareholders’ meeting of FL MOBILE to approve the sale, transfer, charge or otherwise disposal of any legitimate and beneficiary interests of any equity, or permit any other security interest to be set thereon;
(f) cause a shareholders’ meeting of FL MOBILE to approve any consolidation or association of FL MOBILE with any other person, or acquisition of any person or investment in any person, or reorganization in any other form; or
(g) voluntarily wind up, liquidate or dissolve FL MOBILE.
Before Party. A (or its designated third party) exercises the option and obtains all the equity or the assets of Party D, Party B and Party C shall not individually or jointly conduct the following activities unless obtaining Party A’s written consent (or the written consent from its designated third party):
(a) Supplement, modify or amend Party D’s articles of association in any form, which will materially have adverse impact on Party D’s assets, liabilities, operations, equity and other legal rights (excluding increasing the registered capital at the same share proportion according to the legal requirements), or which may affect the effective performance of this Agreement as well as other agreements signed among Party A, Party B, Party C and Party D.
(b) Procure Party D to conduct the transactions which will materially have adverse impact on Party D’s assets, liabilities, operation, equity and other legal rights (except the transaction which occurs during the normal or daily operation or which has already been disclosed to Party A and approved by Party A in writing beforehand).
(c) Procure Party D’s shareholders’ meeting to adopt a resolution to distribute the dividend and capital bonus.
(d) Sell, transfer, mortgage and dispose of by any other means, any of the legal rights and interest of Party D’s equity, or permit any encumbrance set thereon at any time as of the effectiveness date of this Agreement.
(e) Procure Party D’s shareholders’ meeting to approve the selling, transfer, mortgage and disposal by any other means of any of the legal rights and interest of Party D’s equity, or to permit any encumbrance set thereon.
(f) Procure Party D’s shareholders’ meeting to approve Party D’s merge or alliance with any person, or Party D’s buyout of any person or Party D’s investment in any person, or Party D’s reorganization in any other forms.
(g) Close its business of its own accord, liquidate or dissolve Party D
Before Party. A obtains the permit for International Long-Distance and Roaming Services, Party A should make deposit payment for International businesses at RMB 2 million yuan, or submit a bank letter of guarantee valid through March 31, 2020 with equivalent amount in accordance with 12.2 of the Original Agreement.
