Common use of Before Party Clause in Contracts

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 the Agreement, and immediately go through the formalities for change registration with the applicable competent government authorities of China; it shall, and shall procure the Company to, approve the appointment of Party A or the designated person as the new director and new legal representative through the resolution of the shareholders’ meeting; (i) sign all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make necessary and appropriate defenses against all claims, to maintain its ownership of the equity; (j) at the request of Party A, unconditionally and immediately transfer its equity to the representative designated by Party A at any time, and waive its preemptive right to other existing shareholders for the aforesaid equity transfer; and (k) strictly abide by the provisions of the Agreement and other contracts entered into jointly or separately by Party B and Party A, earnestly perform the obligations under these contracts, and not have any action/omission that may affect the validity and enforceability of such contracts.

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 201228 January 2013; (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 201228 January 2013; (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 the Agreement, and immediately go through the formalities for change registration with the applicable competent government authorities of China; it shall, and shall procure the Company to, approve the appointment of Party A or the designated person as the new director and new legal representative through the resolution of the shareholders’ meeting; (i) sign all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make necessary and appropriate defenses against all claims, to maintain its ownership of the equity; (j) at the request of Party A, unconditionally and immediately transfer its equity to the representative designated by Party A at any time, and waive its preemptive right to other existing shareholders for the aforesaid equity transfer; and (k) strictly abide by the provisions of the Agreement and other contracts entered into jointly or separately by Party B and Party A, earnestly perform the obligations under these contracts, and not have any action/omission that may affect the validity and enforceability of such contracts.