Common use of Before Party Clause in Contracts

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 its nomineesthe third party designated by Party A) exercises the Option to obtain option and obtains all Equity Interests of the equity interest in or assets of Party C, unless with express written consent from Party A or its parent (or any nominees of Party A), none the parties of Party B may shall not jointly or individually:separately engage in the following activities unless expressly agreed by Party A (or the third party designated by Party A) in writing: ​ (a) Make any supplement, modification change or amendment to any charter amend the constitutional documents of Party C, provided that C in any form and such supplement, modification change or amendment will materially adversely affect any have a material adverse effect on the assets, liabilities, operationsoperation, Equity Interests or any equity interest and other entitlements legal rights of Party C (other than making proportional except for the increase of the registered capital contribution required by lawson a pro-rata basis for the satisfaction of legal requirements), or may affect this Agreement or the effective performance of any this ​ Agreement and other agreements to which signed by Party A, Party B or and Party C is a partyC; (b) Cause cause Party C to enter into any transaction which will materially adversely affect any have a material and adverse effect on its assets, liabilities, operationsoperation, Equity Interests equity interest and other legal rights (except for those arising out of the ordinary or any other entitlements of Party C, other than those made during the normal or ordinary daily course of business, business or having received express consent from been disclosed to Party A;A and expressly agreed by Party A in writing in advance); ​ (c) Cause cause the adoption of any resolution approving distribution of any dividends or bonuses at the shareholders shareholders’ meeting of Party C;C to adopt any resolution on distribution of dividend; ​ (d) From sell, transfer, mortgage or otherwise dispose of the legal or beneficiary interests in any equity interest in Party C or permit the creation of any other security interest thereon at any time from the effective date of this Agreement, sellexcept the rights and interests set up according to the Equity Pledge Agreement, the Power of Attorney and this Agreement; ​ (e) cause the shareholders’ meeting of Party C to approve the sale, transfer, secure mortgage or otherwise dispose any other disposal of the legal or beneficial beneficiary interests in any equity interest in or to permit the Equity Interests of Party C, or allow creation of any other security interest thereon except the rights and interests thereupon; (e) Cause approval set up according to sell, transfer, secure or otherwise dispose any legal or beneficial interest in the Equity Interests Pledge Agreement, the Power of Party C at its shareholders meeting, or allow creation of any other security interests thereupon;Attorney and this Agreement; ​ (f) Cause approval cause the shareholders’ meeting of Party C to approve Party C to merge or consolidate with, enter into consortium with any person or to acquire any person or to invest in any person, person or effect to restructure in any restructuring at its shareholders meetingother form; andand ​ (g) Make voluntary dissolutionwinding up, liquidation liquidating or wind-up of dissolving Party C.C voluntarily. ​

Before Party. A (or its nomineesthe third party designated by Party A) exercises the Option to obtain option and obtains all Equity Interests of the equity interest in or assets of Party C, unless with express written consent from Party A or its parent (or any nominees of Party A), none the parties of Party B may shall not jointly or individually:separately engage in the following activities unless expressly agreed by Party A (or the third party designated by Party A) in writing: ​ (a) Make any supplement, modification change or amendment to any charter amend the constitutional documents of Party C, provided that C in any form and such supplement, modification change or amendment will materially adversely affect any have a material adverse effect on the assets, liabilities, operationsoperation, Equity Interests or any equity interest and other entitlements legal rights of Party C (other than making proportional except for the increase of the registered capital contribution required by lawson a pro-rata basis for the satisfaction of legal requirements), or may affect the effective performance of this Agreement or the performance of any and other agreements to which signed by Party A, Party B or and Party C is a party​ C; (b) Cause cause Party C to enter into any transaction which will materially adversely affect any have a material and adverse effect on its assets, liabilities, operationsoperation, Equity Interests equity interest and other legal rights (except for those arising out of the ordinary or any other entitlements of Party C, other than those made during the normal or ordinary daily course of business, business or having received express consent from been disclosed to Party A;A and expressly agreed by Party A in writing in advance); ​ (c) Cause cause the adoption of any resolution approving distribution of any dividends or bonuses at the shareholders shareholders’ meeting of Party C;C to adopt any resolution on distribution of dividend; ​ (d) From sell, transfer, mortgage or otherwise dispose of the legal or beneficiary interests in any equity interest in Party C or permit the creation of any other security interest thereon at any time from the effective date of this Agreement, sellexcept the rights and interests set up according to the Equity Pledge Agreement, the Power of Attorney and this Agreement; ​ (e) cause the shareholders’ meeting of Party C to approve the sale, transfer, secure mortgage or otherwise dispose any other disposal of the legal or beneficial beneficiary interests in any equity interest in or to permit the Equity Interests of Party C, or allow creation of any other security interest thereon except the rights and interests thereupon; (e) Cause approval set up according to sell, transfer, secure or otherwise dispose any legal or beneficial interest in the Equity Interests Pledge Agreement, the Power of Party C at its shareholders meeting, or allow creation of any other security interests thereupon;Attorney and this Agreement; ​ (f) Cause approval cause the shareholders’ meeting of Party C to approve Party C to merge or consolidate with, enter into consortium with any person or to acquire any person or to invest in any person, person or effect to restructure in any restructuring at its shareholders meetingother form; andand ​ (g) Make voluntary dissolutionwinding up, liquidation liquidating or wind-up of dissolving Party C.C voluntarily. ​

Before Party. A (or its nomineesthe third party designated by Party A) exercises the Option to obtain option and obtains all Equity Interests of the equity interest in or assets of Party C, the Grantors shall not jointly or separately engage in the following activities unless with express written consent from expressly agreed by Party A or its parent (or any nominees of the third party designated by Party A), none of Party B may jointly or individually:) in writing: ​ (a) Make any supplement, modification change or amendment to any charter amend the constitutional documents of Party C, provided that C in any form and such supplement, modification change or amendment will materially adversely affect any have a material adverse effect on the assets, liabilities, operationsoperation, Equity Interests or any equity interest and other entitlements legal rights of Party C (other than making proportional except for the increase of the registered capital contribution required by lawson a pro-rata basis for the satisfaction of legal requirements), or may affect the effective performance of this Agreement or the performance of any and other agreements to which signed by Party A, Party B or and Party C is a partyC; (b) Cause cause Party C to enter into any transaction which will materially adversely affect any have a material and adverse effect on its assets, liabilities, operationsoperation, Equity Interests equity interest and other legal rights (except for those arising out of the ordinary or any other entitlements of Party C, other than those made during the normal or ordinary daily course of business, business or having received express consent from been disclosed to Party A;A and expressly agreed by Party A in writing in advance); ​ (c) Cause sell, transfer, mortgage or otherwise dispose of the adoption legal or beneficiary interests in any equity interest in Party C or permit the creation of any resolution approving distribution of other security interest thereon at any dividends or bonuses at time from the shareholders meeting of Party C; (d) From the effective date of this Agreement, sellexcept the rights and interests set up according to the Equity Pledge Agreement, the Power of Attorney and this Agreement; ​ (d) cause the shareholders’ meeting of Party C to approve the sale, transfer, secure mortgage or otherwise dispose any other disposal of the legal or beneficial beneficiary interests in any equity interest in or to permit the Equity Interests of Party C, or allow creation of any other security interest thereon except the rights and interests thereupon;set up according to the Equity Pledge Agreement, the Power of Attorney and this Agreement; ​ (e) Cause approval to sell, transfer, secure or otherwise dispose any legal or beneficial interest in cause the Equity Interests shareholders’ meeting of Party C at its shareholders meeting, or allow creation of any other security interests thereupon; (f) Cause approval of to approve Party C to merge or consolidate with, enter into consortium with any person or to acquire any person or to invest in any person, person or effect to restructure in any restructuring at its shareholders meetingother form; andand ​ ​ (gf) Make voluntary dissolutionwinding up, liquidation liquidating or wind-up of dissolving Party C.C voluntarily. ​

Before Party. A (( or its nomineesany third party designated by Party A) exercises acquires all the Option to obtain all Equity Interests shares or assets of Party C, unless with express without explicit written consent from of Party A or its parent (( or any nominees of third party designated by Party A), none of Party B may can not conduct the following jointly or individuallyseparately: (a) Make any supplement3.1.13.1 Supplement, modification modify, or amendment to any charter amend the constitutional documents of Party C, provided that and such supplement, modification or and amendment will materially and adversely affect any Party C’s assets, liabilities, operation, equity interests and other legitimate rights (except for increasing the capital proportionally in order to satisfy the requirement of law), or adversely affect the performance of this Agreement and other agreements entered into by and among Party A, Party B and Party C. 3.1.13.2 Cause Party C to enter into transactions which will substantially and adversely affect its assets, liabilities, operations, Equity Interests equity interests and other legitimate interests (except those arising out of normal or any other entitlements daily business or disclosed to and approved by Party A in writing in advance); 3.1.13.3 Cause the shareholders’ meeting 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 adopt any resolution on approving distribution of any dividends dividend or bonuses at the shareholders meeting of Party Cbonus ; (d) From the date of 3.1.13.4 At any time after this AgreementAgreement become effective, sell, transfer, secure pledge or otherwise dispose any legal or the legitimate and beneficial interest in rights of the Equity Interests equity interests of Party CC , or allow creation of permit to set any other security interests thereuponthereon ; (e) 3.1.13.5 Cause approval the shareholders’ meeting of Party C to approve to sell, transfer, secure pledge or otherwise dispose any legal or the legitimate and beneficial interest in rights of the Equity Interests equity interests of Party C at its shareholders meeting, or allow creation of permit to set any other security interests thereuponthereon; (f) 3.1.13.6 Cause approval the shareholders’ meeting of Party C to approve Party C’s merge or consolidate withassociation with any third party, or to approve Party C to acquire any third party or invest in any personthird party, or effect to approve any restructuring at its shareholders meeting; andreorganization in other form. (g) Make voluntary dissolution3.1.13.7 Close down, liquidation liquidate or wind-wind up of Party C.

Before Party. A (or its nomineesthe third party designated by Party A) exercises the Option to obtain option and obtains all Equity Interests of the equity interest in or assets of Party C, unless with express written consent from Party A or its parent (or any nominees of Party A), none the parties of Party B may shall not jointly or individually:separately engage in the following activities unless expressly agreed by Party A (or the third party designated by Party A) in writing: ​ (a) Make any To supplement, modification change or amendment to any charter amend the constitutional documents of Party C, provided that C in any form and such supplement, modification change or amendment will materially adversely affect any have a material adverse effect on the assets, liabilities, operationsoperation, Equity Interests or any equity interest and other entitlements legal rights of Party C (other than making proportional except for the increase of the registered capital contribution required by lawson a pro-rata basis for the satisfaction of legal requirements), or may affect this Agreement or the effective performance of any this ​ ​ Agreement and other agreements to which signed by Party A, Party B or and Party C is a party;C; ​ (b) Cause To cause Party C to enter into any transaction which will materially adversely affect any have a material and adverse effect on its assets, liabilities, operationsoperation, Equity Interests equity interest and other legal rights (except for those arising out of the ordinary or any other entitlements of Party C, other than those made during the normal or ordinary daily course of business, business or having received express consent from been disclosed to Party AA and expressly agreed by Party A in writing in advance); (c) Cause To cause the adoption of any resolution approving distribution of any dividends or bonuses at the shareholders shareholders’ meeting of Party CC to adopt any resolution on distribution of dividend; (d) From the date of this Agreement, To sell, transfer, secure mortgage or otherwise dispose any of the legal or beneficial beneficiary interests in any equity interest in Party C or permit the Equity Interests of Party C, or allow creation of any other security interests thereuponinterest thereon at any time from the effective date of this Agreement; (e) Cause approval To cause the shareholders’ meeting of Party C to sellapprove the sale, transfer, secure mortgage or otherwise dispose any other disposal of the legal or beneficial beneficiary interests in any equity interest in or to permit the Equity Interests of Party C at its shareholders meeting, or allow creation of any other security interests thereuponinterest thereon; (f) Cause approval To cause the shareholders’ meeting of Party C to approve Party C to merge or consolidate with, enter into consortium with any person or to acquire any person or to invest in any person, person or effect to restructure in any restructuring at its shareholders meetingother form; andand ​ (g) Make voluntary dissolutionTo winding up, liquidation liquidating or wind-up of dissolving Party C.C voluntarily. ​