Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company: 3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement. 3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements; 3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request; 3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income; 3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company; 3.2 Borrower covenants that during the term of this Agreement, he shall: 3.2.1 endeavor to keep Borrower Company to engage in its principle businesses; 3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement; 3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement; 3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person; 3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender; 3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest; 3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims; 3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company; 3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender; 3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section; 3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and 3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 18 contracts
Samples: Loan Agreement (Yiren Digital Ltd.), Loan Agreement (Yiren Digital Ltd.), Loan Agreement (Yiren Digital Ltd.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 9 contracts
Samples: Equity Interest Pledge Agreement (Hexindai Inc.), Equity Interest Pledge Agreement (Hexindai Inc.), Equity Interest Pledge Agreement (Hexindai Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder the registered owner of the Target Equity Interest, the Borrower Company, Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause Borrower the Target Company:
3.1.1 : to strictly abide by the provisions of the Economic Interest Transfer Agreement, the Exclusive Option Agreement, the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) Power of Attorney to which the Borrower Target Company is a party, and to refrain from any action/action or omission that may affect the effectiveness and enforceability of the Economic Interest Transfer Agreement, the Exclusive Option Agreement, the Equity Interest Pledge Agreement and Exclusive Business Cooperation Agreementor the Power of Attorney.
3.1.2 at 3.2 the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, Economic Interest Transfer Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, Economic Interest Transfer Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/action or omission that may affect the effectiveness and enforceability of this Agreement, Economic Interest Transfer Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 3.2.2 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower of the Target Equity Interest, or allow the encumbrance thereon of any security interest interest, unless stipulated in the Economic Interest Transfer Agreement or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 3.2.3 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower the Target Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower the Target Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated personperson(s);
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 3.2.4 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower the Target Equity Interest;
3.2.7 3.2.5 to the extent necessary to maintain his ownership of the Borrower Target Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints claims or raise necessary and appropriate defense against all claims;
3.2.8 3.2.6 without the prior written consent of the Lender, refrain from any action /omission or omission that may have a material impact on the assets, business and liabilities of Borrower the Target Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 3.2.7 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of Borrower the Target Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower the Target Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 7 contracts
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD), Loan Agreement (Aesthetic Medical International Holdings Group LTD), Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement, the Master Exclusive Service Agreementand and the Proxy Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) Power of Attorney to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Master Exclusive Business Cooperation Service Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender [9F Inc./JIUFU Financial Technology Service Limited] purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 5 contracts
Samples: Loan Agreement (9F Inc.), Loan Agreement (9F Inc.), Loan Agreement (9F Inc.)
Borrower’s Covenants. 3.1 As and when he he/she becomes, and for so long as he he/she remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause ensure the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (the “Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors the director or the executive director of the Borrower Company;
3.2 the Borrower covenants that during the term of this Agreement, he he/she shall:
3.2.1 endeavor to keep the Borrower Company to engage be engaged in its principle businessesbusiness and to keep the specific business scope of its business license;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his his/her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 without the prior written consent of the Lender, not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement, the Exclusive Option Agreement and the Power of Attorney;
3.2.4 cause ensure any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 cause ensure any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Company’s assets, business or revenue or relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, not cause the Borrower Company to sell, transfer, mortgage or dispose of in any manner any material assets of the Borrower Company or legal or beneficial interest in the material business or revenues of the Borrower Company, or allow the encumbrance thereon of any security interest, and refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as the director or the executive director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause ensure the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause ensure that the other shareholders of the Borrower Company to shall promptly and unconditionally transfer all of their equity interests in the Borrower Company to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his his/her right of first refusal (if any) with respect to the share equity transfer by such other shareholders described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan (and any interest thereon) to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 5 contracts
Samples: Loan Agreement (Luboa Group, Inc.), Loan Agreement (NIO Inc.), Loan Agreement (NIO Inc.)
Borrower’s Covenants. 3.1 As and when he he/she becomes, and for so long as he he/she remains a shareholder of the Borrower Company, Borrower covenants the Borrowers irrevocably covenant that during the term of this AgreementContract, Borrower the Borrowers shall cause the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (the “Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors the director of the Borrower Company;
3.2 Borrower covenants the Borrowers covenant that during the term of this AgreementContract, he he/she shall:
3.2.1 endeavor to keep the Borrower Company to engage be engaged in its principle businessesthe principal business, the specific business scope is subject to the business license;
3.2.2 abide by the provisions of this AgreementContract, the Power of Attorney, the Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is Borrowers are a party, perform his his/her obligations under this AgreementContract, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this AgreementContract, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, not refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as the director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause that the other shareholders of the Borrower Company to shall promptly and unconditionally transfer all of their equity interests in the Borrower Company to the Lender or the Lender’s designated representative(s) at any time, and Borrower the Borrowers hereby waives his waive his/her right of first refusal (if any) with respect to the share equity transfer described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from Borrower the Borrowers in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 4 contracts
Samples: Loan Agreement (Waterdrop Inc.), Loan Agreement (Waterdrop Inc.), Loan Agreement (Waterdrop Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and as well as for so long as he remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause the Borrower Company:
3.1.1 4.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.2 at the request of the Lender (or a party designated by the Lender), to execute contractsagreements/agreements contracts on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such agreements/contracts/agreements;
3.1.3 4.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition situation at the Lender’s request;
3.1.4 4.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Company’s assets, business or income;
3.1.5 4.1.5 at the request of the Lender, to appoint any persons designated by Lender as directors of the Borrower Company;.
3.2 4.2 The Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 endeavor to keep the Borrower Company to engage in its principle businessesprincipal businesses specified in its business license;
3.2.2 4.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 4.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 4.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 4.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense defenses against all claims;
3.2.8 4.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 4.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender;
3.2.10 4.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to Lender Xxxxxx International, Inc. or Lender’s its designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender Xxxxxx International, Inc. or Lender’s its designated representative(s) at any time, and the Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.12 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 4 contracts
Samples: Loan Agreement (Tarena International, Inc.), Loan Agreement (Tarena International, Inc.), Loan Agreement (Tarena International, Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 : to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.
3.1.2 ; at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 ; to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 ; to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 ; at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 ; Borrower covenants that during the term of this Agreement, he shall:
3.2.1 : endeavor to keep Borrower Company to engage in its principle current value-added telecommunication businesses;
3.2.2 ; abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 ; not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 ; cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 ; cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 ; immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 ; to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 ; without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 ; appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 ; to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 ; to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 ; in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 and without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 3 contracts
Samples: Loan Agreement (Ku6 Media Co., LTD), Loan Agreement (Ku6 Media Co., LTD), Loan Agreement (Ku6 Media Co., LTD)
Borrower’s Covenants. 3.1 As and when he he/she becomes, and for so long as he he/she remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (the “Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors of the Borrower Company;
3.2 The Borrower covenants that during the term of this Agreement, he he/she shall:
3.2.1 endeavor to keep the Borrower Company to engage engaged in its principle businessesbusinesses and to keep the specific business scope of its business license;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his his/her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to promptly and unconditionally transfer all of their equity interests to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his his/her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 3 contracts
Samples: Loan Agreement (Secoo Holding LTD), Loan Agreement (Secoo Holding LTD), Loan Agreement (iDreamSky Technology LTD)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute an Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) with Lender (or a party designated by Lender), under which Lender (or a party designated by Lender), as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to enter into the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement on the date of issuance of the business license to Borrower Company, and to complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/action or omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/contracts or agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/contracts or agreements;
3.1.3 4.1.4 without Lender’s prior written consent, not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.5 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.6 without Lender’s prior written consent, not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.7 without Lender’s prior written consent, not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through loans; and (ii) debt already disclosed to Lender for which Lender’s written consent has been obtained;
4.1.8 to operate its business in the ordinary course and to maintain the value of its assets;
4.1.9 without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);
4.1.10 without the prior written consent of Lender, not to provide any person with any loan or credit;
4.1.11 without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any person;
4.1.12 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
4.1.13 without the prior written consent of Lender or unless requested by Lender, not to distribute dividends to shareholders;
4.1.14 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.15 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.16 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;.
3.2 4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor 4.2.1 ensure that Borrower Company shall be set up within 20 working days after receiving the Loan, according to keep the laws of China, and take all steps necessary to ensure that Borrower Company maintains its legal existence according to the laws of China; Borrower Company shall be a limited liability company without foreign investment, and its registered capital shall be Renminbi Twenty Four Million (RMB24,000,000.00) and Borrower shall own 25% of the equity interest of Borrower Company.
4.2.2 pay its contribution of 25% of the registered capital of Borrower Company in full in accordance with the laws of China, and provide Lender with the business license and a capital contribution verification report regarding paid-in capital contributions from a qualified accounting firm;
4.2.3 cause Borrower Company to engage in its principle businessesthe security service business, and complete all the government approvals, authorizations, licensing, registration and filing required for engaging in the security service business pursuant to the laws of China; Borrower shall provide Lender with all the said governmental approvals for verification;
3.2.2 4.2.4 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Share Pledge Agreement or as requested by Lender;
4.2.5 execute the Exclusive Option Agreement with Lender and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.6 execute a Share Pledge Agreement (the “Share Pledge Agreement”) with Lender, under which Borrower shall pledge the Borrower Equity Interest to Lender;
4.2.7 enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Share Pledge Agreement on the date of the issuance of the business license to Borrower Company, and complete all the related governmental approvals, registrations or fillings (as applicable);
4.2.8 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/action or omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.9 not sell, transfer, mortgage or dispose of in any other manner the its legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.10 cause any shareholders’ meeting and/or the board of directors meeting of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interestequity interest held by Borrower, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.11 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.12 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.13 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.14 without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.15 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) representative at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Sectionsection;
3.2.11 4.2.17 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) representative at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Sectionsection;
3.2.12 4.2.18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.19 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 3 contracts
Samples: Loan Agreement (Asiainfo Holdings Inc), Loan Agreement (Asiainfo Holdings Inc), Loan Agreement (Asiainfo Holdings Inc)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder the registered owner of the Target Equity Interest as defined in the this Agreement and the Former Loan Agreement respectively, the Borrower Company, Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause Borrower the Target Company:
3.1.1 : to strictly abide by the provisions of the Economic Interest Transfer Agreement, the Exclusive Option Agreement, the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) Power of Attorney to which the Borrower Target Company is a party, and to refrain from any action/action or omission that may affect the effectiveness and enforceability of the Economic Interest Transfer Agreement, the Exclusive Option Agreement, the Equity Interest Pledge Agreement and Exclusive Business Cooperation Agreementor the Power of Attorney.
3.1.2 at 3.2 the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, Economic Interest Transfer Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, Economic Interest Transfer Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/action or omission that may affect the effectiveness and enforceability of this Agreement, Economic Interest Transfer Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 3.2.2 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest of the Target Equity Interest as defined in Borrower Equity Interestthe this Agreement and the Former Loan Agreement respectively, or allow the encumbrance thereon of any security interest interest, unless stipulated in the Economic Interest Transfer Agreement or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 3.2.3 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower the Target Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower the Target Equity InterestInterest as defined in the this Agreement and the Former Loan Agreement respectively, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated personperson(s);
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 3.2.4 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower the Target Equity InterestInterest as defined in the this Agreement and the Former Loan Agreement respectively;
3.2.7 3.2.5 to the extent necessary to maintain his ownership of the Borrower Target Equity InterestInterest as defined in the this Agreement and the Former Loan Agreement respectively, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints claims or raise necessary and appropriate defense against all claims;
3.2.8 3.2.6 without the prior written consent of the Lender, refrain from any action /omission or omission that may have a material impact on the assets, business and liabilities of Borrower the Target Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 3.2.7 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of Borrower the Target Equity Interest as defined in the this Agreement and the Former Loan Agreement respectively to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower the Target Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 3 contracts
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD), Loan Agreement (Aesthetic Medical International Holdings Group LTD), Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Amended and Restated Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businessesPrinciple Businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 3 contracts
Samples: Loan Agreement (58.com Inc.), Loan Agreement (58.com Inc.), Loan Agreement (58.com Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for 4.1 For so long as he Borrower remains a shareholder of Borrower Company, Borrower he covenants irrevocably that during the term of this Agreement, Borrower he shall cause Borrower Company:
3.1.1 4.1. 1to execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute the Exclusive Business Cooperation Agreement entered into by Lender and Borrower Company (the "Exclusive Business Cooperation Agreement"), under which the Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Interest Pledge Agreement with the Lender and Borrower (the "Equity Interest Pledge Agreement"), under which the parties will agree on the pledge of the Borrower Equity Interest to the Lender; to enter into the Exclusive Option Agreement and the Equity Interest Pledge Agreement on the date hereof, and to complete all the related governmental approvals, registrations or fillings (as applicable);
4.1. 2to strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 at 4.1. 3at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to 4.1. 4to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at Lender’s 's request;
3.1.4 to 4.1. 5to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 at 4.1. 6at the request of Lender, to appoint any persons designated by Lender as directors executive director of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or 4.1. 7without Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the 's prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lenderconsent, not to cause Borrower Company to supplement, change, change or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.;
Appears in 2 contracts
Samples: Loan Agreement (Mondas Minerals Corp.), Loan Agreement (Mondas Minerals Corp.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businessesPrinciple Businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (58.com Inc.), Loan Agreement (58.com Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 : to execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute an Exclusive Business Cooperation Agreement ("Exclusive Business Cooperation Agreement") with Lender (or a party designated by Lender), under which Lender (or a party designated by Lender), as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to enter into the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement on the date of issuance of the new business license of Borrower Company reflecting the completion of the acquisition and/or the increase of registered capital, and to complete all the related governmental approvals, registrations or fillings (as applicable); to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.
3.1.2 ; at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 ; to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at Lender’s 's request;
3.1.4 ; to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 ; at the request of Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 ; without Lender's prior written consent, not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner; to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs; without Lender's prior written consent, not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon; to operate its businesses in the ordinary course and to maintain the value of its assets; without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract); without the prior written consent of Lender, not to provide any person with any loan, credit or security; to procure and maintain insurance from an insurance carrier acceptable to Lender, at an amount and type of coverage typical for companies that operate similar businesses; without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any person; to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and without the prior written consent of Lender, not to distribute dividends to shareholders, provided that upon Lender's written request, to distribute the distributable profits in whole or in part to its shareholders. Borrower covenants that during the term of this Agreement, he shall:
3.2.1 : ensure that the acquisition of equity interest of and/or the increase of registered capital of Borrower Company shall be completed and the Borrower Equity Interest to be hold by Borrower within 60 days from the date of this Agreement according to the laws of China; Borrower Company shall be a limited liability company without foreign investment, in which Borrower shall hold 15%; pay the capital contribution in full corresponding to the Borrower Equity Interest in accordance with the laws of China, and provide Lender with a capital contribution verification report regarding paid-in capital contributions from a qualified accounting firm; endeavor to keep cause Borrower Company to engage in its principle businesses;
3.2.2 current business; execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower's rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Share Pledge Agreement (hereinafter Section .6) or as requested by Lender; execute the Exclusive Option Agreement with Lender and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest; execute a Share Pledge Agreement (the "Share Pledge Agreement") with Lender's designee and Borrower Company, under which Borrower shall pledge the Borrower Equity Interest to Lender's designee; to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement; enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Share Pledge Agreement on the date of the issuance of the new business license of Borrower Company, and complete all the related governmental approvals, registrations or fillings (as applicable); abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 ; not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 ; cause any shareholders’ ' meeting and/or the board of directors and/or executive director of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s 's designated person;
3.2.5 ; cause any shareholders’ ' meeting and/or the board of directors and/or executive director of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 ; immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 ; to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 ; without the prior written consent of Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 ; to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s 's designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 ; to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s 's designated representative(s) at any time), and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 ; in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 and without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (eFuture Information Technology Inc.), Loan Agreement (eFuture Information Technology Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 endeavor to keep Borrower Company to engage in its principle current content delivery network businesses;
3.2.2 4.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.8 without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (ChinaCache International Holdings Ltd.), Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to execute an Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute an Exclusive Business Cooperation Agreement with Lender (“Exclusive Business Cooperation Agreement”), under which the Lender, as an exclusive service provider, will provide Borrower Company with technical consulting and service; to execute an Equity Interest Pledge Agreement with Lender and Borrower, under which all of the Equity Interest held by Borrower shall be pledged to Lender; to enter into the Exclusive Option Agreement, the Exclusive Business Cooperation Agreement and the Equity Interest Pledge Agreement on the date of this Agreement, and to complete all the related governmental approvals, registrations or fillings (as applicable);
3.1.2 to strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 3.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 3.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at Lender’s request;
3.1.4 3.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 3.1.6 at the request of Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.1.7 without Lender’s prior written consent, not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
3.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
3.1.9 without Lender’s prior written consent, not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
3.1.10 without Lender’s prior written consent, not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender for which Lender’s written consent has been obtained;
3.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
3.1.12 without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);
3.1.13 without the prior written consent of Lender, not to provide any person with any loan or credit;
3.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender, at an amount and type of coverage typical for companies that operate similar businesses;
3.1.15 without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any person;
3.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
3.1.17 without the prior written consent of Lender, not to distribute dividends to shareholders, provided that upon Lender’s written request, to distribute the distributable profits in whole or in part to its shareholders.
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business; the specific business scope shall be subject to the business license of Borrower Company; Borrower shall cause Borrower Company to complete all the government approvals, authorizations, licensing, registration and filling required for engaging in the businesses within the scope of its business license and for owning its assets pursuant to the laws of China;
3.2.2 execute an irrevocable Power of Attorney, which authorizes Lender or a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement (hereinafter Section 3.2.4) or as requested by Lender;
3.2.3 execute the Exclusive Option Agreement with Lender and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest;
3.2.4 execute a Equity Interest Pledge Agreement with the Lender and Borrower Company, under which Borrower shall pledge the Borrower Equity Interest to the Lender;
3.2.5 enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Equity Interest Pledge Agreement on the date of this Agreement, and complete all the related governmental approvals, registrations or fillings (as applicable);
3.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 3.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 3.2.8 cause any shareholders’ meeting and/or the board of directors and/or executive director of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 3.2.9 cause any shareholders’ meeting and/or the board of directors and/or executive director of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 3.2.10 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 3.2.11 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take xxxx all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 3.2.12 without the prior written consent of Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 3.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender;
3.2.10 3.2.14 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 3.2.15 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 3.2.16 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 3.2.17 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (MK Arizona Corp.), Loan Agreement (Middle Kingdom Alliance Corp.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businessesPrinciple Businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (58.com Inc.), Loan Agreement (58.com Inc.)
Borrower’s Covenants. 3.1 As (a) Borrower shall not, without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld (i) accept any payment of rent in advance for more than each current month, or (ii) enter into, materially modify, terminate or accept the surrender of any Lease, or (iii) waive or release the tenant under any Lease from the performance or observance of any material obligation or condition of such Lease, or (iv) exercise any option arising on any casualty or condemnation available to Landlord under any Lease, unless required under such Lease; or (v) give any consent sought by any tenant under any Lease. Lender agrees that its consent to any proposed leases shall not be unreasonably withheld.
(b) Borrower shall not, unless in each instance Lender's written consent be first obtained, which consent shall not be unreasonably withheld (i) assign or pledge, or contract (expressly or by implication) to assign or pledge, any Lease, or the right to sue xxx, collect and when he becomesreceive any rents, additional rents or other sums in any of said Leases provided to be paid to Borrower thereunder, or the right to receive, hold and apply any bonds and security in any of said Leases provided to be furnished to the landlord thereunder, or the right to enforce any of the agreements, terms, covenants or conditions of said Leases or to give notice thereunder; (ii) subordinate any of said Leases to any mortgage (other than the Mortgage), deed of trust, or other encumbrance or permit, consent or agree to such subordination, or (iii) convey or transfer or suffer or permit a conveyance or transfer of the premises demised thereby or of any interest therein so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, any tenants under any of the Leases.
(c) Borrower shall, at its own cost and expense, unless and until Lender takes possession and control of the Premises; (i) promptly and fully perform each and every material covenant, condition, promise, and for so long as he remains a shareholder obligation on the part of the landlord to be performed under and pursuant to the terms of each Lease, and shall not suffer or permit there to exist any default in such performance on the part of such landlord or permit any event to occur which would give the tenant under any such Lease the right to terminate the same or claim any deduction or offset against rent, (ii) appear in and defend any action growing out of, or in any manner connected with, any such Leases or the obligations or liabilities of Borrower Companyas landlord or of the tenant or guarantor thereunder; (iii) enforce, Borrower covenants irrevocably that during short of termination unless Lender otherwise consents, the term performance and observance of this Agreement, Borrower shall cause Borrower Company:
3.1.1 each and every material covenant and condition of the Leases to strictly abide be performed or observed by the provisions of the Exclusive Option Agreement tenants thereunder; and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”iv) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the reasonable request of Lender exercise any option available to the Borrower as landlord under said Leases arising on any casualty or condemnation.
(d) Borrower shall furnish to Lender, within five (5) days after the receipt thereof, or the mailing or service thereof by Borrower, as the case may be, a party designated by Lender), copy of each notice of default which Borrower shall give to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all receive from any tenant of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence Premises or possible occurrence of any litigationpart or parts thereof based upon the occurrence, arbitration or administrative proceedings relating to alleged occurrence, of any default or defaults in the performance of any covenant, condition, promise or obligation provided for in any Lease.
(e) Borrower Company’s assetsshall, business or income;
3.1.5 at the upon reasonable request of from Lender, to appoint any persons designated by furnish Lender as directors within five (5) business days of Borrower Company;
3.2 Borrower covenants that during the term such request with true and complete copies of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage all Leases then in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any mannereffect.
Appears in 2 contracts
Samples: Purchase Agreement (Edac Technologies Corp), Purchase Agreement (Edac Technologies Corp)
Borrower’s Covenants. 3.1 4.1 As and when he she becomes, and for so long as he she remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.3 to provide Lender (or a party designated by Lender) with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.1.6 without Lender’s prior written consent, not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.7 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.8 without Lender’s prior written consent, not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.9 without Lender’s prior written consent, not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender for which Lender’s written consent has been obtained;
4.1.10 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.11 without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB500,000 shall be deemed a major contract);
4.1.12 without the prior written consent of Lender, not to provide any person with any loan, credit or security;
4.1.13 to procure and maintain insurance from an insurance carrier acceptable to Lender, at an amount and type of coverage typical for companies that operate similar businesses in the same area;
4.1.14 without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any party;
4.1.15 in order to maintain the ownership of all of its assets, to execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
4.1.16 without the prior written consent of Lender, not to distribute dividends to shareholders, provided that upon Lender’s written request, to distribute the distributable profits in whole or in part to the respective shareholders.
4.2 Borrower covenants that during the term of this Agreement, he she shall:
3.2.1 4.2.1 endeavor to keep Borrower Company to engage in its principle current value-added telecommunication businesses;
3.2.2 4.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his her obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.4 cause any shareholders’ meeting and/or the board of directors meeting of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.7 to the extent necessary to maintain his her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.8 without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) representative at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Sectionsection;
3.2.11 4.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) representative at any time, and Borrower hereby waives his her right of first refusal (if any) with respect to the share transfer described in this Sectionsection;
3.2.12 4.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (Trunkbow International Holdings LTD), Loan Agreement (Trunkbow International Holdings LTD)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains 4.1 When Borrower becomes a shareholder of Borrower CompanyCompany and as long as he maintains the identity of Borrower Company shareholder, Borrower irrevocably covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to formally sign an Option Agreement with Borrower and Lender, according to this Option Agreement, Borrower will irrevocably grant to Lender an exclusive right to purchase all the shares of Borrower; and continue to exercise the Amended and Restated Exclusive Consultation and Service agreement (the “Exclusive Consultation and Service Agreement”) signed by Lender and Borrower Company. Lender will provide technical and consulting services to Borrower Company as an exclusive service provider according to the Exclusive Consultation and Service Agreement; and execute the Option Agreement above on the date when the new business license of Borrower’company reflecting the change of the shareholder issued. and process all relevant government approvals, registrations or records (if required);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Consultation and Service Agreement”) to which the Borrower Company is a party, and to refrain from any actionfeasance/omission nonfeasance that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Consultation and Service Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by duly perform such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on regarding Borrower Company’s business operations and financial condition conditions at Lender’s request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner;
4.1.8 maintain the existence of the company, and prudently and effectively operate its business and handling affairs in accordance with good financial and business standards and practices;
4.1.9 not to sell, transfer, mortgage or dispose of in any other manner Lender’s assets, business or legal income or beneficial interest from the date of signing of this Agreement or allow the creation of any encumbrance upon the same without the prior written consent of Lender;
4.1.10 without the prior written consent of Lender, does not occur, inherit, guarantee or allow the existence of any debt, except (i) debts generated in normal or day-to-day business processes rather than through borrowings and (ii) debts which have been disclosed to Lender and have been agreed in writing by Lender;
4.1.11 has been operating all business in the normal course of business to maintain the value of its assets;
4.1.12 without the prior written consent of Lender, not to provide loans or credits to anyone;
4.1.13 to purchase and maintain insurance from an insurance company accepted by Lender, the amount of insurance to be maintained and the type of the risk should be the same as or equal to the amount and type of coverage normally insured by a company operating a similar business in the same area and owning a similar property or asset;
4.1.14 without the prior written consent of Lender, not to merger or consolidate with any person, or its acquisition of or investment in any person;
4.1.15 to the extent necessary to maintain his ownership of the all assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims; and
4.1.16 without the prior written consent of Lender, shall not distribute any dividends and/or shareholder’s dividends in any form to the shareholders. Provided that, upon the request of Lender, all of its available profits shall be immediately allocated, wholly or in part, to its respective shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor 4.2.1 to pay the total amount of registered capital to Borrower’s equity in accordance with the law;
4.2.2 use best efforts to keep Borrower Company to engage engaged in its principle businesses;
3.2.2 4.2.3 execute an irrevocable power of attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder of Borrower Company. And Borrower shall notexercise the shareholder’s right except the rights stipulated in this Agreement or the Equity Pledge Agreement (see the clause 4.2.5 herein) or the others agreed by Lender;
4.2.4 an Option Agreement is formally signed with Lender and Borrower Company. Under this agreement, Borrower will irrevocably grant to Lender an exclusive right to purchase all Borrower’s equity;
4.2.5 Sign a Amended and Restated Equity Interest Pledge Agreement (the “Equity Pledge Agreement”) with Lender and Borrower Company. Under the Equity Pledge Agreement, Borrower agrees to pledge all its equity to Lender;
4.2.6 signing the Power of Attorney, Option Agreement and Equity Pledge Agreement on the date of issue of the new business license of Borrower Company, and processing all relevant government approvals, registrations or records (if required);
4.2.7 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any actionfeasance/omission nonfeasance that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.8 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with for the Equity Interest Pledge Agreement;
3.2.4 4.2.9 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interestinterest without the prior consent from Lender, except to Lender or Lender’s designated person;
3.2.5 4.2.10 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.11 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest‘s equity;
3.2.7 4.2.12 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, 4.2.13 refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower CompanyCompany without the prior written consent of Lender;
3.2.9 4.2.14 to appoint any designee of persons designated by Lender as director directors of Borrower Company, Company at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, 4.2.15 promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 Section to the extent permitted by the laws of China, PRC law at the request of Lender at any time, ;
4.2.16 cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this SectionSection to the extent permitted by PRC law, at the request of Lender at any time;
3.2.12 4.2.17 use such purchase price obtained thereby to repay the Loan to Lender in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, 4.2.18 not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any mannermanner without the prior written consent of Lender.
Appears in 2 contracts
Samples: Loan Agreement (Meili Inc.), Loan Agreement (Meili Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he he/she becomes, and as well as for so long as he he/she remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause the Borrower Company:
3.1.1 4.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.2 at the request of the Lender (or a party designated by the Lender), to execute contractsagreements/agreements contracts on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such agreements/contracts/agreements;
3.1.3 4.1.3 to provide the Lender with all of the information on the Borrower Company’s 's business operations and financial condition situation at the Lender’s request;
3.1.4 4.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Company’s 's assets, business or income;
3.1.5 4.1.5 at the request of the Lender, to appoint any persons designated by Lender as directors of the Borrower Company;.
3.2 4.2 The Borrower covenants that during the term of this Agreement, he he/she shall:
3.2.1 4.2.1 endeavor to keep the Borrower Company to engage in its principle businessesprincipal businesses specified in its business license;
3.2.2 4.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his his/her obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 4.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 4.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 4.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense defenses against all claims;
3.2.8 4.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 4.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender;
3.2.10 4.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to promptly and unconditionally transfer all of their equity interests to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his his/her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.12 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (Tarena International, Inc.), Loan Agreement (Tarena International, Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businessesPrinciple Businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and Agreementand the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (58.com Inc.), Loan Agreement (58.com Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 3.1.2 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 3.1.3 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 3.2.3 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 3.2.4 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 3.2.5 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 3.2.6 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 3.2.7 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 3.2.8 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (Chukong Holdings LTD), Loan Agreement (Chukong Holdings LTD)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 endeavor to keep Borrower Company to engage in its principle current e-commerce and internet content provision businesses;
3.2.2 4.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.8 without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (Bitauto Holdings LTD), Loan Agreement (Bitauto Holdings LTD)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 2 contracts
Samples: Loan Agreement (Yiren Digital Ltd.), Loan Agreement (Yirendai Ltd.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Purchase Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Pledge Agreement (including its supplementary agreement, if any, the “Equity Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender) , not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold [Percentage of Shareholder’s Equity Interests in the VIE] % equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Purchase Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Pledge Agreement (the “Equity Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Purchase Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Purchase Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants. 3.1 As Borrower covenants and when he becomeswarrants that unless compliance is waived by Bank in writing:
A. Borrower will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
B. Borrower has notified Bank in writing of, and will notify Bank in writing prior to any change in, the locations of
(i) Borrower's place of business or Borrower's chief executive office if Borrower has more than one place of business, and
(ii) any Collateral, including the Books and Records.
C. Borrower will notify Bank in writing prior to any change in Borrower's name, identity or business structure.
D. Borrower will maintain and keep in force insurance covering Collateral designated by Bank against fire and extended coverages. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to Bank and include a loss payable endorsement in favor of Bank in a form acceptable to Bank.
E. Except for so long as he remains a shareholder of liens permitted under the Business Loan Agreement between Borrower Companyand Bank (e.g., permitted purchase money liens) Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions has not granted and will not grant any security interest in any of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) Collateral except to which the Borrower Company is a partyBank, and to refrain from will keep the Collateral free of all liens, claims, security interests and encumbrances of any action/omission that may affect kind or nature except the effectiveness and enforceability security interest of the Exclusive Option Agreement and Exclusive Business Cooperation AgreementBank.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on F. Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 will not sell, transferlease, mortgage agree to sell or lease, or otherwise dispose of, or remove from Borrower's place of business (i) any inventory except in the ordinary course of business as heretofore conducted by Borrower, or (ii) any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, Collateral except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;Bank and except for obsolete or worn-out equipment.
3.2.6 immediately G. Borrower will promptly notify Lender Bank in writing of any event which materially and adversely affects the value of the occurrence Collateral, the ability of Borrower or possible occurrence Bank to dispose of the Collateral, or the rights and remedies of Bank in relation thereto, including, but not limited to, the levy of any litigationlegal process against any Collateral and the adoption of any marketing order, arbitration arrangement or administrative proceedings relating procedure affecting the Collateral, whether governmental or otherwise.
H. If any Collateral is or becomes the subject of any registration certificate or negotiable document of title, including any warehouse receipt or bill xx lading, Borrower shall immediately deliver such document to Bank.
I. Borrower Equity Interest;
3.2.7 will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless Borrower first obtains the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lenderany owner, refrain from holder of any action /omission that may have a material impact lien on the assetsreal property or fixture, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 or other person having an interest in such property to the extent permitted removal by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions Bank of the Exclusive Option Agreement, use Collateral from such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior real property or fixture. Such written consent shall be in form and substance acceptable to Bank and shall provide that Bank has no liability to such owner, holder of Lender, not to cause Borrower Company to supplement, changeany lien, or amend any other person.
J. Until Bank exercises its articles of association in any mannerrights to make collection, increase or decreases its registered capital or change its share capital structure in any mannerBorrower will diligently collect all Collateral.
Appears in 1 contract
Borrower’s Covenants. 3.1 4.1 As and when he she becomes, and for so long as he she remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Interest Pledge Agreement (including its supplementary agreement, if any, the “Equity Interest Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender), not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he she shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 21.94% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his her ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Technology Consultant and Services Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Technology Consultant and Services Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businessesPrinciple Businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and Agreementand the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (58.com Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute the Exclusive Business Cooperation Agreement with the Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Interest Pledge Agreement with the Lender and Borrower, under which will set for the pledge of the Borrower Equity Interest; to enter into the Exclusive Option Agreement on the date of issuance of the new business license of Borrower Company reflecting completion of re-registration of shareholder of Borrower Company, and to complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at Lender’s request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without Lender’s prior written consent, not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without Lender’s prior written consent, not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without Lender’s prior written consent, not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender for which Lender’s written consent has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);
4.1.13 without the prior written consent of Lender, not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender, at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender, not to distribute dividends to shareholders, provided that upon Lender’s written request, to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that the re-registration of shareholder of Borrower Company shall be completed according to the laws of China within 30 days from the date of drawing the Loan and to hold the Borrower Equity Interest; Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 50% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement (hereinafter Section 4.2.5) or as requested by Lender;
4.2.4 execute the Exclusive Option Agreement with Lender and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.5 execute a Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) with the Lender and Borrower Company, under which Borrower shall pledge the Borrower Equity Interest to the Lender;
4.2.6 enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Equity Interest Pledge Agreement on the date of the issuance of the new business license of Borrower Company, and complete all the related governmental approvals, registrations or fillings (as applicable);
4.2.7 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.8 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.9 cause any shareholders’ meeting and/or the board of directors and/or executive director of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.10 cause any shareholders’ meeting and/or the board of directors and/or executive director of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.11 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.12 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.13 without the prior written consent of Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.14 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender;
3.2.10 4.2.15 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.17 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.18 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Domestic Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Domestic Company:
3.1.1 to execute an Exclusive Option Agreement with Borrower and Lender, according to which Borrower will irrevocably grant an exclusive option to Lender to purchase all of the Borrower Equity Interest; to execute the above Exclusive Option Agreement as soon as possible after the updated business license of Domestic Company is issued, and to obtain all relevant governmental approvals, registrations or filings (if necessary);
3.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements executed with Lender on January 10, 2008, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 3.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 3.1.4 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 3.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 3.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.1.7 without the prior written consent of Lender, not to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
3.1.8 to maintain its corporate existence in accordance with good financial and commercial standars and practice, and diligently and effectively manage its business and handle its matters;
3.1.9 without the prior written consent of Lender, not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interests in its assets, business or incomes, or allow establishment of any other collateral interests thereon;
3.1.10 without the prior written consent of Lender, not to incur, inherit, guarantee or allow the existence of any debts, except for (i) those incurred in the ordinary or daily course of business other than by loans, and (ii) those disclosed to Lender and to which Lender has consented to in writing;
3.1.11 to operate all of its business in ordinary course of business to maintain its asset value;
3.1.12 without the prior written consent of Lender, not to enter into any material contracts (for the purpose of this paragraph, if the value of a contract exceeds RMB100,000, such contracts shall be deemed a material contract), except for those entered into in the ordinary course of business;
3.1.13 without the prior written consent of Lender, not to provide loans or credit to any persons;
3.1.14 to purchase and maintain insurance with insurance company accepted by Lender, the amount and type of such insurance shall be the same or have the same level with those purchased by companies which operate similar business and own similar property or assets in the same district;
3.1.15 without the prior written consent of Lender, not to consolidate or merge with any entities, or purchase or invest in any entities;
3.1.16 to execute all necessary or appropriate documents, adopt all necessary or appropriate actions and bring all necessary or appropriate claims or make all necessary or appropriate defends to all claims so as to maintain ownership to all of its assets;
3.1.17 without the prior written consent of Lender, not to issue dividends in any forms to the shareholders, however, upon request by Lender, to distribut all or part of its distributable profits to the shareholders.
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor To use best efforts to keep Borrower cause Domestic Company to engage in its principle businessescurrent value-added telecommunication service business;
3.2.2 abide by the provisions to execute an irrevocable Power of Attorney, which authorizes Lender or Lender’s designated person (legal or natural person) to exercise all of Borrower’s rights as a shareholder in Domestic Company, and refrain from exercising such shareholder rights except for those otherwise specified in this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (defined as follows) or by Lender.
3.2.3 to execute an Exclusive Option Agreement with Lender and Domestic Company, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest;
3.2.4 to execute a Share Pledge Agreement with Lender and Domestic Company (“Equity Interest Share Pledge Agreement”) and ), under which Borrower agrees to pledge all of Borrower Equity Interest to Lender;
3.2.5 To execute the above power of attorney, Exclusive Option Agreement to which and Share Pledge Agreement as soon as possible after issuance of the Borrower is a partybusiness license of Domestic Company, perform his obligations under and obtain all relevant governmental approvals, registrations or filings (if necessary);
3.2.6 To strictly comply with this Agreement, the Power power of Attorneyattorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from perform its obligations under such documents, and not no commit any actionactions/omission inactions that may affect the effectiveness validity and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreementsuch documents;
3.2.3 3.2.7 not to sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 3.2.8 To cause any shareholders’ meeting and/or the board of directors of Borrower Domestic Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 3.2.9 To cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 3.2.10 To immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 3.2.11 to the extent necessary to maintain his ownership of the Borrower Equity Interest, to execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 3.2.12 without the prior written consent of Lender, to refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 3.2.13 To appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 3.2.14 to the extent permitted by the laws of China, at the request of Lender at any time, to promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Domestic Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 3.2.15 to the extent permitted by the laws of China, at the request of Lender at any time, to cause the other shareholders of Borrower Domestic Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 3.2.16 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 3.2.17 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.3 to provide Lender with all of the information on Borrower Company’s 's business operations and financial condition at Lender’s 's request;
3.1.4 4.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 4.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 endeavor to keep Borrower Company to engage in its principle current value-added telecommunication businesses;
3.2.2 4.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.4 cause any shareholders’ ' meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s 's designated person;
3.2.5 4.2.5 cause any shareholders’ ' meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.8 without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s 's designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s 's designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (Moxian China, Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 as soon as practicable after the date of this Agreement, to execute a Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest (the “Exclusive Option Agreement”); to comply with certain Exclusive Technical Consulting and Services Agreement ("Exclusive Technical Consulting and Services Agreement") dated January 18, 2012 between the Borrower Company and Lender, as amended, under which Lender, as an exclusive service provider, agrees to provide Borrower Company with technical service and business consulting service;
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Technical Consulting and Services Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Technical Consulting and Services Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s 's business operations and financial condition at Lender’s 's request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that the registered capital of Borrower Company be paid up and registered in accordance with the articles of association; Borrower Company shall be a limited liability company without foreign investment, in which Borrower shall hold 49% of the equity interests;
4.2.2 pay the capital contribution in full corresponding to the Borrower Equity Interest in accordance with the laws of China, and provide Lender with a capital contribution verification report regarding paid-in capital contributions from a qualified accounting firm;
4.2.3 endeavor to keep cause Borrower Company to engage in value-aded telecommunication services; the specific business scope shall be subject to the business license of Borrower Company; Borrower shall cause Borrower Company to complete all the government approvals, authorizations, licensing, registration and filling required for engaging in the businesses within the scope of its principle businessesbusiness license and for owning its assets pursuant to the laws of China; Borrower shall provide Lender with the said governmental approvals documents for verification. Endeavor to complete the registration of the paid-in registered capital after his drawing of the Loan, and shall provide Lender with all of the duplicates of the registration documents at the government department for industry and commerce, business licenses, and articles of association, and shall not change the business operation of Borrower Company without Lender's prior written consent;
3.2.2 4.2.4 execute an irrevocable Power of Attorney, which authorizes the Lender or a legal or natural person designated by Lender to exercise all of Borrower's rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement (defined as below) or as requested by Lender;
4.2.5 execute the Exclusive Option Agreement with Lender and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.6 execute an Equity Interest Pledge Agreement (the "Equity Interest Pledge Agreement") with Borrower Company and Lender, under which Borrower shall pledge the Borrower Equity Interest to Lender;
4.2.7 enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Equity Interest Pledge Agreement on the date of issuance of the business license of Borrower Company, and complete all the related governmental approvals, registrations or fillings (as applicable);
4.2.8 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.9 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.10 cause any shareholders’ ' meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s 's designated person;
3.2.5 4.2.11 cause any shareholders’ ' meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.12 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.13 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.14 without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.15 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s 's designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.17 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s 's designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.19 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (58.com Inc.)
Borrower’s Covenants. 3.1 As and when he becomesthey become, and for so long as he remains a shareholder they remain shareholders of the Borrower Company, Borrower covenants the Borrowers irrevocably covenant that during the term of this Agreement, Borrower they shall cause the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Amended and Restated Exclusive Business Cooperation Service Agreement (the “Exclusive Business Cooperation Service Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Service Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors of the Borrower Company;
3.2 Borrower covenants the Borrowers covenant that during the term of this Agreement, he they shall:
3.2.1 endeavor to keep the Borrower Company to engage engaged in its principle businessesbusinesses and to keep the specific business scope of its business license;
3.2.2 abide by the provisions of this Agreement, the Proxy Agreement and Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the each Borrower is a party, perform his his/her obligations under this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to promptly and unconditionally transfer all of their equity interests to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his their right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from Borrower the Borrowers in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (Yunji Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement, the Master Exclusive Service Agreement and the Exclusive Business Cooperation Proxy Agreement (“Exclusive Business Cooperation Agreement”) and Power of Attorney to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Master Exclusive Business Cooperation Service Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;;
3.2.12 in the event that Lender 9F Inc. purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (9F Inc.)
Borrower’s Covenants. 3.1 As Borrower covenants and when he becomeswarrants that unless compliance is waived by Bank in writing:
A. Borrower will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
B. Borrower has notified Bank in writing of, and for so long as he remains will notify Bank in writing prior to any change in, the locations of (i) Borrower's place of business or Borrower's chief executive office if Borrower has more than one place of business, and (ii) any Collateral, including the Books and Records.
C. Borrower will notify Bank in writing prior to any change in Borrower's name, identity or business structure.
D. Borrower will maintain and keep in force insurance covering Collateral designated by Bank against fire and extended coverages. Such insurance shall require losses to be paid on a shareholder replacement cost basis, be issued by insurance companies acceptable to Bank and include a loss payable endorsement in favor of Bank in a form acceptable to Bank.
E. Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions has not granted and will not grant any security interest in any of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) Collateral except to which the Borrower Company is a partyBank, and to refrain from will keep the Collateral free of all liens, claims, security interests and encumbrances of any action/omission that may affect kind or nature except the effectiveness and enforceability security interest of the Exclusive Option Agreement and Exclusive Business Cooperation AgreementBank.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on F. Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 will not sell, transferlease, mortgage agree to sell or lease, or otherwise dispose of, or remove from Borrower's place of business (i) any inventory except in the ordinary course of business as heretofore conducted by Borrower, or (ii) any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, Collateral except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;Bank.
3.2.6 immediately G. Borrower will promptly notify Lender Bank in writing of any event which affects the value of the occurrence Collateral, the ability of Borrower or possible occurrence Bank to dispose of the Collateral, or the rights and remedies of Bank in relation thereto, including, but not limited to, the levy of any litigationlegal process against any Collateral and the adoption of any marketing order, arbitration arrangement or administrative proceedings relating procedure affecting the Collateral, whether governmental or otherwise.
H. If any Collateral is or becomes the subject of any registration certificate or negotiable document of title, including any warehouse receipt or xxxx of lading, Borrower shall immediately deliver such document to Bank.
I. Borrower Equity Interest;
3.2.7 will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless Borrower first obtains the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lenderany owner, refrain from holder of any action /omission that may have a material impact lien on the assetsreal property or fixture, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 or other person having an interest in such property to the extent permitted removal by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions Bank of the Exclusive Option Agreement, use Collateral from such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior real property or fixture. Such written consent shall be in form and substance acceptable to Bank and shall provide that Bank has no liability to such owner, holder of Lender, not to cause Borrower Company to supplement, changeany lien, or amend any other person.
J. Until Bank exercises its articles of association in any mannerrights to make collection, increase or decreases its registered capital or change its share capital structure in any mannerBorrower will diligently collect all Collateral.
Appears in 1 contract
Samples: Business Loan Agreement (Prolong International Corp)
Borrower’s Covenants.
3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company::
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.;
3.1.2 at the request of Lender Xxxxxx (or a party designated by LenderXxxxxx), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at LenderXxxxxx’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 at the request of LenderXxxxxx, to appoint any persons designated by Lender Xxxxxx as directors of Borrower Company;.
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of LenderXxxxxx;
3.2.10 to the extent permitted by the laws of China, at the request of Lender Xxxxxx at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;;
3.2.11 to the extent permitted by the laws of China, at the request of Lender Xxxxxx at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or LenderXxxxxx’s designated representative(s) at any time, and Borrower Xxxxxxxx hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; andand
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner..
Appears in 1 contract
Samples: Loan Agreement (Yiren Digital Ltd.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Purchase Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Pledge Agreement (including its supplementary agreement, if any, the “Equity Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender) , not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 13.12% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Purchase Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Pledge Agreement (the “Equity Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Purchase Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Purchase Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants. 3.1 As (a) Borrower shall not, without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld (i) accept any payment of rent in advance for more than each current month, or (ii) enter into, materially modify, terminate or accept the surrender of any Lease, or (iii) waive or release the tenant under any Lease from the performance or observance of any material obligation or condition of such Lease, or (iv) exercise any option arising on any casualty or condemnation available to Landlord under any Lease, unless required under such Lease; or (v) give any consent sought by any tenant under any Lease. Lender agrees that its consent to any proposed leases shall not be unreasonably withheld.
(b) Borrower shall not, unless in each instance Lender's written consent be first obtained, which consent shall not be unreasonably withheld (i) assign or pledge, or contract (expressly or by implication) to assign or pledge, any Lease, or the right to sue xxx, collect and when he becomesreceive any rents, additional rents or other sums in any of said Leases provided to be paid to Borrower thereunder, or the right to receive, hold and apply any bonds and security in any of said Leases provided to be furnished to the landlord thereunder, or the right to enforce any of the agreements, terms, covenants or conditions of said Leases or to give notice thereunder; (ii) subordinate any of said Leases to any mortgage (other than the Mortgage), deed of trust, or other encumbrance or permit, consent or agree to such subordination, or (iii) convey or transfer or suffer or permit a conveyance or transfer of the premises demised thereby or of any interest therein so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, any tenants under any of the Leases.
(c) Borrower shall, at its own cost and expense, unless and until Lender takes possession and control of the Premises; (i) promptly and fully perform each and every material covenant, condition, promise, and for so long as he remains a shareholder obligation on the part of the landlord to be performed under and pursuant to the terms of each Lease, and shall not suffer or permit there to exist any default in such performance on the part of such landlord or permit any event to occur which would give the tenant under any such Lease the right to terminate the same or claim any deduction or offset against rent, (ii) appear in and defend any action growing out 100 of, or in any manner connected with, any such Leases or the obligations or liabilities of Borrower Companyas landlord or of the tenant or guarantor thereunder; (iii) enforce, Borrower covenants irrevocably that during short of termination unless Lender otherwise consents, the term performance and observance of this Agreement, Borrower shall cause Borrower Company:
3.1.1 each and every material covenant and condition of the Leases to strictly abide be performed or observed by the provisions of the Exclusive Option Agreement tenants thereunder; and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”iv) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the reasonable request of Lender exercise any option available to the Borrower as landlord under said Leases arising on any casualty or condemnation.
(d) Borrower shall furnish to Lender, within five (5) days after the receipt thereof, or the mailing or service thereof by Borrower, as the case may be, a party designated by Lender), copy of each notice of default which Borrower shall give to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all receive from any tenant of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence Premises or possible occurrence of any litigationpart or parts thereof based upon the occurrence, arbitration or administrative proceedings relating to alleged occurrence, of any default or defaults in the performance of any covenant, condition, promise or obligation provided for in any Lease.
(e) Borrower Company’s assetsshall, business or income;
3.1.5 at the upon reasonable request of from Lender, to appoint any persons designated by furnish Lender as directors within five (5) business days of Borrower Company;
3.2 Borrower covenants that during the term such request with true and complete copies of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage all Leases then in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any mannereffect.
Appears in 1 contract
Borrower’s Covenants. 3.1 4.1 As and when he becomesa shareholder of Borrower Company, and for so long as he Borrower remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute the Exclusive Business Cooperation Agreement executed with the Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Interest Pledge Agreement (including its supplementary agreement, if any, the “Equity Interest Pledge Agreement”) with the Lender and Borrower, under which will set for the pledge of the Borrower Equity Interest; to enter into the Exclusive Option Agreement, Exclusive Business Cooperation Agreement and Equity Interest Pledge Agreement on the date of this Agreement, and to complete all the related governmental approvals, registrations or fillings (including without limitation, the registration of the pledge of Borrower Equity Interest);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at Lender’s request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without Lender’s prior written consent, not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without Lender’s prior written consent, not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without Lender’s prior written consent, not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender for which Lender’s written consent has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);
4.1.13 without the prior written consent of Lender, not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender, at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender, not to distribute dividends to shareholders, provided that upon Lender’s written request, to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 Borrower Company shall be a limited liability company without foreign investment and Borrower shall hold 8% or certain percentage equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement (hereinafter Section 4.2.5) or as requested by Lender;
4.2.4 execute the Exclusive Option Agreement with Lender and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.5 execute a Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) with the Lender and Borrower Company, under which Borrower shall pledge the Borrower Equity Interest to the Lender;
4.2.6 enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Equity Interest Pledge Agreement on the date when Borrower becomes the shareholder of Borrower Company , and complete all the related governmental approvals, registrations or fillings (including without limitation, the registration of the pledge of Borrower Equity Interest);
4.2.7 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.8 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.9 cause any shareholders’ meeting and/or the board of directors and/or executive director of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.10 cause any shareholders’ meeting and/or the board of directors and/or executive director of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.11 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.12 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.13 without the prior written consent of Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.14 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender;
3.2.10 4.2.15 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.17 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.18 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute an Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) with Lender (or a party designated by Lender), under which Lender (or a party designated by Lender), as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to enter into the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement on the date of issuance of the business license to Borrower Company, and to complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/action or omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/contracts or agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/contracts or agreements;
3.1.3 4.1.4 without Lender’s prior written consent, not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.5 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.6 without Lender’s prior written consent, not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.7 without Lender’s prior written consent, not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through loans; and (ii) debt already disclosed to Lender for which Lender’s written consent has been obtained;
4.1.8 to operate its business in the ordinary course and to maintain the value of its assets;
4.1.9 without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);
4.1.10 without the prior written consent of Lender, not to provide any person with any loan or credit;
4.1.11 without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any person;
4.1.12 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
4.1.13 without the prior written consent of Lender or unless requested by Lender, not to distribute dividends to shareholders;
4.1.14 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.15 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.16 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;.
3.2 4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor 4.2.1 ensure that Borrower Company shall be set up within 20 working days after receiving the Loan, according to keep the laws of China, and take all steps necessary to ensure that Borrower Company maintains its legal existence according to the laws of China; Borrower Company shall be a limited liability company without foreign investment, and its registered capital shall be Renminbi Twenty Four Million (RMB24,000,000.00) and Borrower shall own 24% of the equity interest of Borrower Company;
4.2.2 pay its contribution of 24% of the registered capital of Borrower Company in full in accordance with the laws of China, and provide Lender with the business license and a capital contribution verification report regarding paid-in capital contributions from a qualified accounting firm;
4.2.3 cause Borrower Company to engage in its principle businessesthe security service business, and complete all the government approvals, authorizations, licensing, registration and filing required for engaging in the security service business pursuant to the laws of China; Borrower shall provide Lender with all the said governmental approvals for verification;
3.2.2 4.2.4 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Share Pledge Agreement or as requested by Lender;
4.2.5 execute the Exclusive Option Agreement with Lender and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.6 execute a Share Pledge Agreement (the “Share Pledge Agreement”) with Lender, under which Borrower shall pledge the Borrower Equity Interest to Lender;
4.2.7 enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Share Pledge Agreement on the date of the issuance of the business license to Borrower Company, and complete all the related governmental approvals, registrations or fillings (as applicable);
4.2.8 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/action or omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.9 not sell, transfer, mortgage or dispose of in any other manner the its legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.10 cause any shareholders’ meeting and/or the board of directors meeting of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interestequity interest held by Borrower, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.11 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.12 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.13 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.14 without the prior written consent of Lender, refrain from any action /omission or omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.15 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) representative at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Sectionsection;
3.2.11 4.2.17 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) representative at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Sectionsection;
3.2.12 4.2.18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.19 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Borrower’s Covenants. 3.1 4.1 As and when he she becomes, and for so long as he she remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Interest Pledge Agreement (including its supplementary agreement, if any, the “Equity Interest Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender) , not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he she shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 18% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his her ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants.
3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company::
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.;
3.1.2 at the request of Lender Xxxxxx (or a party designated by LenderXxxxxx), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at LenderXxxxxx’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of LenderXxxxxx, to appoint any persons designated by Lender Xxxxxx as directors of Borrower Company;.
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of LenderXxxxxx;
3.2.10 to the extent permitted by the laws of China, at the request of Lender Xxxxxx at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;;
3.2.11 to the extent permitted by the laws of China, at the request of Lender Xxxxxx at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or LenderXxxxxx’s designated representative(s) at any time, and Borrower Xxxxxxxx hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; andand
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner..
Appears in 1 contract
Samples: Loan Agreement (Yiren Digital Ltd.)
Borrower’s Covenants. 3.1 As Borrower hereby covenants and when he becomesagrees as -------------------- follows:
(a) Borrower shall perform each and every obligation, covenant, and for so long as he remains a shareholder agreement of the Management Agreement to be performed by Borrower Companythereunder.
(b) Borrower shall, Borrower covenants irrevocably that during at no cost or expense to Lender, enforce or secure the term performance of this Agreementeach and every obligation, covenant, condition and agreement of the Management Agreement by the other parties thereto to be performed.
(c) Borrower shall cause not modify, extend, or in any way alter the terms of the Management Agreement or accept a surrender or termination thereof, or waive, excuse, condone, or in any manner release or discharge any party thereto of or from the obligations, covenants, conditions, and agreements by such party to be performed thereunder, in the manner and at the place and time specified therein. Borrower Company:
3.1.1 hereby expressly releases, relinquishes, and surrenders unto Lender all its right, power, and authority, to strictly abide by amend, modify, cancel, terminate, or in any way alter the terms or provisions of the Exclusive Option Management Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;.
3.2.6 immediately notify Lender (d) Borrower shall not consent to any change of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership name of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 Hotel (except in connection with a change of the name of the Marriott Suites Hotel system) without the prior written consent of Lender.
(e) At no cost or expense to Lender, refrain from Borrower shall appear in and defend any action /omission that may have a material impact on or proceeding arising under, growing out of, or in any manner connected with the assetsManagement Agreement or the obligations, business and duties, or liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any timeparty thereto, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly shall pay all costs and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent expenses of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association including attorneys' fees in any manneraction or proceeding concerning the Management Agreement in which Lender may appear.
(f) If Borrower fails to make any payment or to do any act as herein provided, increase then Lender shall have the right but without the obligation so to do and without notice to or decreases its registered capital demand on Borrower, and without releasing Borrower from any obligation hereof, to make such payment or change its share capital structure do such act in such manner and to such extent as Lender may deem necessary to protect the security hereof, including, without limiting the generality of the foregoing, the right to appear in and defend any manneraction or proceeding purporting to affect the security hereof or the rights or powers of Lender, to perform and discharge each and every obligation, covenant, and agreement of Borrower contained in the Management Agreement and in the exercise of any such rights or powers to pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees.
(g) Borrower shall pay all sums expended by Lender under the authority hereof, as provided in Section 12.4 of the Loan Agreement.
(h) Upon Lender's request, Borrower shall transfer and assign to Lender any and all subsequent agreements that are entered into pursuant to, in replacement of or to serve substantially the same purpose as the Management Agreement upon the same or substantially the same terms and conditions as are contained in this Assignment, and to make, execute, and deliver to Lender, upon demand, any and all instruments that may be necessary therefor.
Appears in 1 contract
Samples: Assignment of Management Agreement (Mutual Benefit Chicago Marriott Suite Hotel Partners L P)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/action or omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.;
3.1.2 at the request of the Lender (or a party any other person designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party any other person designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;; and
3.1.5 to appoint any designee of the Lender as the director of the Borrower Company at the request of the Lender, to appoint any persons designated by Lender as directors of Borrower Company;.
3.2 The Borrower covenants that during the term of this Agreement, he he/she shall:
3.2.1 endeavor to keep the Borrower Company to engage be engaged in its principle businessescore business and the specific business scope is subject to that provided in its business license;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement attached herein as Exhibit I (the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, practically perform his the obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause ensure any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, without the prior written consent of the Lender, except to the Lender or the Lender’s designated person;
3.2.5 cause ensure any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his the ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as the director of the Borrower Company, Company at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) person at any time, and cause ensure the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this SectionArticle;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause ensure that the other shareholders of the Borrower Company to shall promptly and unconditionally transfer all of their equity interests in the Borrower Company to the Lender or the Lender’s designated representative(s) person at any time, and the Borrower hereby waives his right of first refusal (if any) with respect to the share equity transfer by such other shareholders described in this SectionArticle;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (NIO Inc.)
Borrower’s Covenants. 3.1 As and when he he/she becomes, and for so long as he he/she remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (the “Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors of the Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he he/she shall:
3.2.1 endeavor to keep the Borrower Company to engage engaged in its principle businessesbusinesses and to keep the specific business scope of its business license;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his his/her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to promptly and unconditionally transfer all of their equity interests to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his his/her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 as soon as practicable after the date of this Agreement, to execute a Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest (the “Exclusive Option Agreement”); to comply with certain Exclusive Technical Consulting and Services Agreement ("Exclusive Technical Consulting and Services Agreement") dated January 18, 2012 between the Borrower Company and Lender, as amended, under which Lender, as an exclusive service provider, agrees to provide Borrower Company with technical service and business consulting service;
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Technical Consulting and Services Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Technical Consulting and Services Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s 's business operations and financial condition at Lender’s 's request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that the registered capital of Borrower Company be paid up and registered in accordance with the articles of association; Borrower Company shall be a limited liability company without foreign investment, in which Borrower shall hold 20.00% of the equity interests;
4.2.2 pay the capital contribution in full corresponding to the Borrower Equity Interest in accordance with the laws of China, and provide Lender with a capital contribution verification report regarding paid-in capital contributions from a qualified accounting firm;
4.2.3 endeavor to keep cause Borrower Company to engage in value-aded telecommunication services; the specific business scope shall be subject to the business license of Borrower Company; Borrower shall cause Borrower Company to complete all the government approvals, authorizations, licensing, registration and filling required for engaging in the businesses within the scope of its principle businessesbusiness license and for owning its assets pursuant to the laws of China; Borrower shall provide Lender with the said governmental approvals documents for verification. Endeavor to complete the registration of the paid-in registered capital after his drawing of the Loan, and shall provide Lender with all of the duplicates of the registration documents at the government department for industry and commerce, business licenses, and articles of association, and shall not change the business operation of Borrower Company without Lender's prior written consent;
3.2.2 4.2.4 execute an irrevocable Power of Attorney, which authorizes the Lender or a legal or natural person designated by Lender to exercise all of Borrower's rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement (defined as below) or as requested by Lender;
4.2.5 execute the Exclusive Option Agreement with Lender and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.6 execute an Equity Interest Pledge Agreement (the "Equity Interest Pledge Agreement") with Borrower Company and Lender, under which Borrower shall pledge the Borrower Equity Interest to Lender;
4.2.7 enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Equity Interest Pledge Agreement on the date of issuance of the business license of Borrower Company, and complete all the related governmental approvals, registrations or fillings (as applicable);
4.2.8 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.9 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.10 cause any shareholders’ ' meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s 's designated person;
3.2.5 4.2.11 cause any shareholders’ ' meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.12 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.13 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.14 without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.15 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s 's designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.17 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s 's designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.19 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (58.com Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably and agrees that during from the term date hereof until termination of this AgreementAgreement and full payment of each Loan, Borrower unless Lender shall cause Borrower Companyotherwise consent in writing, it will:
3.1.1 5.1 Do or cause to strictly abide be done all things necessary to preserve and keep in full force and effect Borrower's corporate existence and shall comply with all Loans applicable to it;
5.2 Notify Lender prior to changing its corporate name or identity;
5.3 Promptly upon request by Lender, execute and deliver any documents, deliver to Lender any instruments, give any notices, execute and file any financing statements or other documents, all in form satisfactory to Lender and take any other actions which are necessary or, in the provisions judgment of Lender, desirable to perfect or continue the perfection for the purposes of this Agreement and will pay all costs incurred in connection therewith;
5.4 Promptly notify Lender in writing of any event or change of law, regulation, business practice or business condition which may adversely affect the financial or business prospects of Borrower;
5.5 Allow Lender and grant Lender the right at any time to make any payments and do any other acts Lender shall deem reasonably necessary to protect its interest, including without limitation, the right to pay, purchase contest or compromise any encumbrance, charge or lien which in the judgment of Lender appears to be prior to or superior and the right to pay all expenses incurred in connection therewith, including attorneys' fees. Borrower hereby agrees it shall be bound by any such payment made or act taken by Lender hereunder and shall reimburse Lender for all payments made and expenses incurred, which amounts shall be secured under this Agreement. Lender shall have no obligation to make any of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from foregoing payments or perform any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreementsforegoing acts;
3.1.3 5.6 Pay and discharge or cause to provide Lender with be paid and discharged, all taxes, assessments and governmental charges or levies imposed upon any of the information on Borrower Company’s business operations and financial condition at Lender’s requestCollateral;
3.1.4 to 5.7 Notify Lender in writing immediately notify Lender of upon the occurrence or possible occurrence of any litigationevent which constitutes an Event of Default as set forth in Section 7.1 hereof or any event which would constitute such an Event of Default, arbitration upon the giving of notice or administrative proceedings relating to Borrower Company’s assets, business lapse of time or incomeboth;
3.1.5 at the request of Lender, to appoint 5.8 Not take any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to action or engage in its principle businesses;
3.2.2 abide by any course of conduct or make any representation or permit or authorize any affiliate to so act, which would suggest or create the provisions of this Agreement, inference that the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) relationship between Borrower and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of Lender in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance connection with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board Loans is other than that of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions debtor and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any mannercreditor.
Appears in 1 contract
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder (a) If the price of Borrower Company, Borrower covenants irrevocably that during the term Vehicle is revised upwards after the date of this Agreement, then in that event the Borrower shall cause pay the additional amount for acquiring the Vehicle and the Lender shall not be responsible to pay the same.
(b) The Borrower Company:shall pay within time all Taxes, cess, surcharge, duties, levies, statutory demands, imposts, registration charges, other outgoings which are now or hereinafter assessed, imposed or payable for the Vehicle to the Government, municipal corporation, regional transport authority or any other authority.
3.1.1 (c) Borrower shall allow inspection of the Vehicle alongwith all documents relating thereto to strictly abide the Lenders and its representatives and undertakes to maintain the hypothecated Vehicle in good condition and to ensure that the hypothecated Vehicle is insured from all risk including fire, earthquake, theft and other hazards, with Lender being made the sole beneficiary under the insurance policy and the Borrower shall obtain (and submit proof thereof to the Lender) an endorsement of the necessary policy(ies) to that effect in favour of the Lender, and keep such insurance live at all times till the entire Loan along with all other dues are paid in full.
(d) In case the Borrower being LLP, the Borrower agrees to procure form all its partners personal guarantees, whenever so required by the provisions Lender, guaranteeing in favour of the Exclusive Option Lender, the timely and due payment and Repayment of the Loan and Borrower's Dues, in full, by the Borrower to the Lender in accordance with this Agreement and timely performance of all the Exclusive Business Cooperation Agreement Borrower's obligations to the Lender hereunder, in the form acceptable to the Lender.
(“Exclusive Business Cooperation Agreement”e) The Borrower agrees that RCFL shall be entitled at its discretion and at the cost of the Borrower, to which conduct from time to time, audit including but not limited to forensic audit, inspection of assets, books, financial statements, bank statements and other documents of the Borrower Company is a party, and Co-Borrower.
(f) The Borrower shall make all the necessary filings as required under the Loan to refrain from any action/omission that may affect record the effectiveness and enforceability Security in favour of the Exclusive Option Agreement Lender within the timelines as stipulated under Applicable Law including with Central Registry of Securitisation Asset Reconstruction and Exclusive Business Cooperation AgreementSecurity Interest (CERSAI) etc.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”g) and the Exclusive Option Agreement to which If the Borrower is a partycompany, perform his obligations it shall register the charge created in favour of the Lender in proper form with the Registrar of Companies (ROC) within a period of 30 (thirty) days from the date of creation of charge and submit a proof thereof to the Lender to the satisfaction of the Lender
(h) The Borrower undertakes to supply the details of the Vehicle within 2 (two) days on delivery of the Vehicle, or receipt of the registration number of the Vehicle from the registering authority, whichever is earlier. Such details shall be incorporated in and form part of the Schedule, and failure to provide such details to the Lender shall constitute an Event of Default. The Borrower shall also be estopped under this Agreementlaw from taking the plea that on the date the Agreement has been signed, the Power exact details to the Vehicle were not available and/not known to the Borrower or that the registration certificate was not issued.
(i) The Borrower shall ensure that the Borrower (i) makes all payments to their staff, vendors, clients and any other person only through electronic transfer or through crossed cheque or other banking channel non-cash modes, except for office xxxxx cash requirement, and (ii) receives all payments only through electronic transfer or through crossed cheque or other banking channel non-cash modes.
(j) The Borrowers shall have appointed and shall appoint technical, financial and executive personnel of Attorney, the Equity Interest Pledge Agreement proper qualifications and experience for key posts and the Exclusive Option Agreement, terms and refrain from any action/omission that may affect conditions for appointment of the effectiveness and enforceability managing director or similar posts of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage Borrower or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon Person holding substantial powers of any security interest or the encumbrance, except management shall be in accordance with good industry practices and Applicable Law.
(k) The Borrower shall furnish such information, documents, records, explanations etc. to the Equity Interest Pledge Agreement;Lender, in such manner and form as may be required by the Lender, from time to time.
3.2.4 cause any shareholders’ meeting and/or (l) The Borrower agrees and undertakes not to induct a Person, into the board of directors of Borrower Company not to approve the saledirectors, transfer, mortgage a Person who is a promoter or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or director on the board of directors a company which has been identified as a willful defaulter or a Person who has been declared as a willful defaulter by any bank/ financial institution. In case such a Person is already a member of the board of directors, the Borrower Company would take expeditious and effective steps for the removal of that Person from the board of directors.
(m) If the Borrower is a trust, the trustee(s) shall not make any distribution or payments to approve the merger beneficiaries of the trust without the consent of the Lender. Any distribution or consolidation payment made contrary to this sub-clause shall be void and the Lender shall be entitled to assail the same and require the trustee/ beneficiaries to reverse such distribution/ payment.
(n) The Borrower shall furnish to the Lender all its Tax related registration numbers including the Borrower's Goods and Services Tax Identification Number ("GSTIN"), any proof or documents the Lender may require in this regard and all such details, information, documents and papers as the Lender may require in this regard, provided however that the Lender shall entitled to rely on any such information or details without verifying the correctness of the same.
(o) The Borrower Company shall ensure that the Vehicle is insured against theft, accident, fire, earthquake, flood, xxxxx, xxxxxxx or typhoon and other hazards, as may be required by the Lender, with the Lender being made the sole beneficiary/loss payee under the policy, for a value as required by the Lender and produce evidence thereof to the Lender from time to time and wherever called upon to do so. The Borrower shall pay the premium promptly and regularly so as to keep the insurance policy alive at all times till the Loan is amortized in full.
(p) The Borrower undertakes to get the registration certificates the Vehicle endorsed with the name of Reliance Commercial Finance Limited as hypothecatee to further express the fact that the Vehicle stands hypothecated to RCFL.
(q) Where the Vehicle is/are motor vehicle as (defined under the Motor Vehicles Act,1988) the Borrower shall, within 10 (ten) days from the date of approval of the Application Form or delivery of the Vehicle (whichever is earlier), have such Vehicle registered with appropriate registering authority, and submit a certified copy of the registration certificate to RCFL. In the event such Vehicle is offered as Security to RCFL, the registration of Vehicle with the relevant authority should also be clearly indicating the fact that such Vehicle is exclusively charged in favour of RCFL. Wherever required/applicable (such as in the case of vehicle for hire), the Borrower shall also obtain all necessary permissions/licenses from the concerned authority for plying/using the Vehicle across/in the state or area in which such Vehicle is registered.
(r) In consideration of the said Loan, the Borrower has agreed to sign/signed and executed various forms specified under Motor Vehicles Act, 1988 and rules (hereinafter called the "RTO Forms") to enable RCFL to utilize them for the purpose of sale and/or transfer of Vehicle in the name of any personpurchaser/ transferee/third party to the choice of RCFL and/or to transfer the registration certificate from one state to another state. On an occurrence of Event of Default, the Borrower hereby irrevocably authorizes RCFL to fill in, all the details in the RTO Forms, with the name of purchaser/transferee/third party, of RCFL's choice and use such RTO Forms and apply before the concerned registering authority for transfer the Vehicle in the name of the transferee/ third party as if Borrower had personally performed or executed the same. The Borrower further authorizes RCFL to do, perform and execute all acts, deeds, matters and things relating to concerning these presents as fully and effectually as if Borrower had personally performed or executed the same. The Borrower agrees to ratify and confirm all and whatsoever RCFL shall do cause to be done to the Vehicle by virtue of these presents. The Borrower further agrees that the aforesaid powers have been granted for valuable consideration and as such shall be irrevocable in nature till such time as any amounts remain due owing or payable under or in respect of or in pursuance of the said Loan and/or these presents.
(s) The Borrower shall be solely and exclusively responsible for the quality, condition, fitness and performances of the Vehicle and for getting/insuring delivery of the Vehicle from manufactures/dealers/sellers, as the case may be, and RCFL shall not be liable or responsible for delay in delivery and (non-delivery of the Vehicle or any demurrage cost or any defect or variation in the quality, condition, fitness and performances of the Vehicle or any guarantee or warranty given by the manufactures/dealers/sellers, in respect thereof. RCFL shall not be liable for, or its acquisition of bound by any representation or investment warranties whatsoever made by manufacture/ dealer/seller in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender respect of the occurrence Vehicle or possible occurrence any agent of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any mannermanufacture/dealer/seller.
Appears in 1 contract
Samples: Reliance Two Wheeler Loan Agreement
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Interest Pledge Agreement (including its supplementary agreement, if any, the “Equity Interest Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender) , not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 13.12% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Purchase Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Pledge Agreement (including its supplementary agreement, if any, the “Equity Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender) , not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 25% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Purchase Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Pledge Agreement (the “Equity Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Purchase Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Purchase Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Domestic Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Domestic Company:
3.1.1 4.1.1 to execute an Exclusive Option Agreement with Borrower and Lender, according to which Borrower will irrevocably grant an exclusive option to Lender to purchase all of the Borrower Equity Interest; to execute the above Exclusive Option Agreement as soon as possible after the updated business license of Domestic Company is issued, and to obtain all relevant governmental approvals, registrations or filings (if necessary);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements executed with Lender on January 10, 2008, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender, not to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
4.1.8 to maintain its corporate existence in accordance with good financial and commercial standars and practice, and diligently and effectively manage its business and handle its matters;
4.1.9 without the prior written consent of Lender, not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interests in its assets, business or incomes, or allow establishment of any other collateral interests thereon;
4.1.10 without the prior written consent of Lender, not to incur, inherit, guarantee or allow the existence of any debts, except for (i) those incurred in the ordinary or daily course of business other than by loans, and (ii) those disclosed to Lender and to which Lender has consented to in writing;
4.1.11 to operate all of its business in ordinary course of business to maintain its asset value;
4.1.12 without the prior written consent of Lender, not to enter into any material contracts (for the purpose of this paragraph, if the value of a contract exceeds RMB100,000, such contracts shall be deemed a material contract), except for those entered into in the ordinary course of business;
4.1.13 without the prior written consent of Lender, not to provide loans or credit to any persons;
4.1.14 to purchase and maintain insurance with insurance company accepted by Lender, the amount and type of such insurance shall be the same or have the same level with those purchased by companies which operate similar business and own similar property or assets in the same district;
4.1.15 without the prior written consent of Lender, not to consolidate or merge with any entities, or purchase or invest in any entities;
4.1.16 to execute all necessary or appropriate documents, adopt all necessary or appropriate actions and bring all necessary or appropriate claims or make all necessary or appropriate defends to all claims so as to maintain ownership to all of its assets;
4.1.17 without the prior written consent of Lender, not to issue dividends in any forms to the shareholders, however, upon request by Lender, to distribut all or part of its distributable profits to the shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor 4.2.1 To compelte the acquisition of the Domestic Company in accordance with the PRC laws within 60 days after the execution of this Agreement;
4.2.2 To make all contributions corresponding to keep the Borrower Equity Interest in accordance with relevant laws, and provide Lender with a capital verification report regarding such contribution issued by qualified accounting firm;
4.2.3 To use best efforts to cause Domestic Company to engage in its principle businessescurrent value-added telecommunication service business;
3.2.2 abide by the provisions 4.2.4 to execute an irrevocable Power of Attorney, which authorizes Lender or Lender’s designated person (legal or natural person) to exercise all of Borrower’s rights as a shareholder in Domestic Company, and refrain from exercising such shareholder rights except for those otherwise specified in this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (defined as follows) or by Lender.
4.2.5 to execute an Exclusive Option Agreement with Lender and Domestic Company, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.6 to execute a Share Pledge Agreement with Lender and Domestic Company (“Equity Interest Share Pledge Agreement”) and ), under which Borrower agrees to pledge all of Borrower Equity Interest to Lender;
4.2.7 To execute the above power of attorney, Exclusive Option Agreement to which and Share Pledge Agreement as soon as possible after issuance of the Borrower is a partybusiness license of Domestic Company, perform his obligations under and obtain all relevant governmental approvals, registrations or filings (if necessary);
4.2.8 To strictly comply with this Agreement, the Power power of Attorneyattorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from perform its obligations under such documents, and not no commit any actionactions/omission inactions that may affect the effectiveness validity and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreementsuch documents;
3.2.3 4.2.9 not to sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.10 To cause any shareholders’ meeting and/or the board of directors of Borrower Domestic Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.11 To cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.12 To immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.13 to the extent necessary to maintain his ownership of the Borrower Equity Interest, to execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.14 without the prior written consent of Lender, to refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.15 To appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, to promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Domestic Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.17 to the extent permitted by the laws of China, at the request of Lender at any time, to cause the other shareholders of Borrower Domestic Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.19 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Domestic Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Domestic Company:
3.1.1 4.1.1 to execute an Exclusive Option Agreement with Domestic Company and Lender, according to which Borrower will irrevocably grant an exclusive option to Lender to purchase all of the Borrower Equity Interest; to execute an Exclusive Business Cooperation Agreement with Lender (the “Exclusive Business Cooperation Agreement”), and to obtain all relevant governmental approvals, registrations or filings;
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender, not to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and commercial standars and practice, and diligently and effectively manage its business and handle its matters;
4.1.9 without the prior written consent of Lender, not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interests in its assets, business or incomes, or allow establishment of any other collateral interests thereon;
4.1.10 without the prior written consent of Lender, not to incur, inherit, guarantee or allow the existence of any debts, except for (i) those incurred in the ordinary or daily course of business other than by loans, and (ii) those disclosed to Lender and to which Lender has consented to in writing;
4.1.11 to operate all of its business in ordinary course of business to maintain its asset value;
4.1.12 without the prior written consent of Lender, not to enter into any material contracts (for the purpose of this paragraph, if the value of a contract exceeds RMB100,000, such contracts shall be deemed a material contract), except for those entered into in the ordinary course of business;
4.1.13 without the prior written consent of Lender, not to provide loans or credit to any persons;
4.1.14 to purchase and maintain insurance with insurance company accepted by Lender, the amount and type of such insurance shall be the same or have the same level with those purchased by companies which operate similar business and own similar property or assets in the same district;
4.1.15 without the prior written consent of Lender, not to consolidate or merge with any entities, or purchase or invest in any entities;
4.1.16 to execute all necessary or appropriate documents, adopt all necessary or appropriate actions and bring all necessary or appropriate claims or make all necessary or appropriate defends to all claims so as to maintain ownership to all of its assets;
4.1.17 without the prior written consent of Lender, not to issue dividends in any forms to the shareholders, however, upon request by Lender, to distribut all or part of its distributable profits to the shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor 4.2.1 To compelte the subscription of increased registered capital of the Domestic Company in accordance with the PRC laws within 60 days after the execution of this Agreement;
4.2.2 To make all contributions corresponding to keep the Borrower Equity Interest in accordance with relevant laws, and provide Lender with a capital verification report regarding such contribution issued by qualified accounting firm;
4.2.3 To use best efforts to cause Domestic Company to engage in relevant software system development business, the detaild business scope shall be subject to its principle businessesbusiness license; Borrower shall cause Domestic Company to obtain all governmental approvals, authorizations, licenses, registrations and filings necessary for engagement in the business stated in its business license and to own its assets, and provide relevant governmental approval and filing documents to Lender for its verification;
3.2.2 abide by 4.2.4 upon completion of subscription of the provisions increased registered capital of the Domestic Company, to execute an Exclusive Option Agreement with Lender and Domestic Company, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.5 upon completion of subscription of the increased registered capital of the Domestic Company, to execute a Share Pledge Agreement with Lender and Domestic Company (“Share Pledge Agreement”), under which Borrower agrees to pledge all of Borrower Equity Interest to Lender;
4.2.6 To execute the Share Pledge Agreement as soon as possible after changing the business license of Domestic Company, and obtain all relevant governmental approvals, registrations or filings;
4.2.7 To strictly comply with this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from perform its obligations under such documents, and not no commit any actionactions/omission inactions that may affect the effectiveness validity and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreementsuch documents;
3.2.3 4.2.8 not to sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.9 To cause any shareholders’ meeting and/or the board of directors of Borrower Domestic Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.10 To cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.11 To immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.12 to the extent necessary to maintain his ownership of the Borrower Equity Interest, to execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.13 without the prior written consent of Lender, to refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.14 To appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.15 to the extent permitted by the laws of China, at the request of Lender at any time, to promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Domestic Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, to cause the other shareholders of Borrower Domestic Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.17 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.18 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants. 3.1 As and when he he/she becomes, and for so long as he he/she remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (including its amendments from time to time, the “Exclusive Business Cooperation Agreement”) and the Exclusive Purchase Framework Agreement (including its amendments from time to time, the “Framework Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Agreement, the Exclusive Business Cooperation Agreement and the Framework Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors of the Borrower Company;
3.2 the Borrower covenants that during the term of this Agreement, he he/she shall:
3.2.1 endeavor to keep the Borrower Company to engage engaged in its principle businessesbusinesses and to keep the specific business scope of its business license;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his his/her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to promptly and unconditionally transfer all of their equity interests to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his his/her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 : endeavor to keep Borrower Company to engage in its principle current content delivery network businesses;
3.2.2 4.2.1 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.2 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.3 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.5 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.6 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.7 without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.8 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.9 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.11 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.12 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants. 3.1 4.1 As and when he she becomes, and for so long as he she remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Purchase Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Pledge Agreement (including its supplementary agreement, if any, the “Equity Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender) , not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he she shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 18% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Purchase Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Pledge Agreement (the “Equity Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Purchase Option Agreement to which the Borrower is a partyAgreement, perform his her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his her ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Purchase Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement, the Master Exclusive Service Agreement and the Exclusive Business Cooperation Proxy Agreement (“Exclusive Business Cooperation Agreement”) and Power of Attorney to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Master Exclusive Business Cooperation Service Agreement.
3.1.2 at the request of Lender Xxxxxx (or a party designated by LenderXxxxxx), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at LenderXxxxxx’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of LenderXxxxxx, to appoint any persons designated by Lender Xxxxxx as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of LenderXxxxxx;
3.2.10 to the extent permitted by the laws of China, at the request of Lender Xxxxxx at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender Xxxxxx at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or LenderXxxxxx’s designated representative(s) at any time, and Borrower Xxxxxxxx hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender 9F Inc. purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (9F Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Domestic Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Domestic Company:
3.1.1 4.1.1 to execute an Exclusive Option Agreement with Domestic Company and Lender, according to which Borrower will irrevocably grant an exclusive option to Lender to purchase all of the Borrower Equity Interest; to execute an Exclusive Business Cooperation Agreement with Lender (the “Exclusive Business Cooperation Agreement”), according to which, Lender will provide technical service and business consultation service to Domestic Company as the exclusive service provider; to execute the above Exclusive Option Agreement and Exclusive Business Cooperation Agreement as soon as possible after the updated business license of Domestic Company is issued, and to obtain all relevant governmental approvals, registrations or filings (if necessary);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender, not to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
4.1.8 to maintain its corporate existence in accordance with good financial and commercial standars and practice, and diligently and effectively manage its business and handle its matters;
4.1.9 without the prior written consent of Lender, not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interests in its assets, business or incomes, or allow establishment of any other collateral interests thereon;
4.1.10 without the prior written consent of Lender, not to incur, inherit, guarantee or allow the existence of any debts, except for (i) those incurred in the ordinary or daily course of business other than by loans, and (ii) those disclosed to Lender and to which Lender has consented to in writing;
4.1.11 to operate all of its business in ordinary course of business to maintain its asset value;
4.1.12 without the prior written consent of Lender, not to enter into any material contracts (for the purpose of this paragraph, if the value of a contract exceeds RMB100,000, such contracts shall be deemed a material contract), except for those entered into in the ordinary course of business;
4.1.13 without the prior written consent of Lender, not to provide loans or credit to any persons;
4.1.14 to purchase and maintain insurance with insurance company accepted by Lender, the amount and type of such insurance shall be the same or have the same level with those purchased by companies which operate similar business and own similar property or assets in the same district;
4.1.15 without the prior written consent of Lender, not to consolidate or merge with any entities, or purchase or invest in any entities;
4.1.16 to execute all necessary or appropriate documents, adopt all necessary or appropriate actions and bring all necessary or appropriate claims or make all necessary or appropriate defends to all claims so as to maintain ownership to all of its assets;
4.1.17 without the prior written consent of Lender, not to issue dividends in any forms to the shareholders, however, upon request by Lender, to distribut all or part of its distributable profits to the shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor 4.2.1 To compelte the acquisition of the Domestic Company in accordance with the PRC laws within 60 days after the execution of this Agreement;
4.2.2 To make all contributions corresponding to keep the Borrower Equity Interest in accordance with relevant laws, and provide Lender with a capital verification report regarding such contribution issued by qualified accounting firm;
4.2.3 To use best efforts to cause Domestic Company to engage in relevant software system development business, the detaild business scope shall be subject to its principle businessesbusiness license; Borrower shall cause Domestic Company to obtain all governmental approvals, authorizations, licenses, registrations and filings necessary for engagement in the business stated in its business license and to own its assets, and provide relevant governmental approval and filing documents to Lender for its verification;
3.2.2 abide by 4.2.4 to execute an irrevocable Power of Attorney upon completion of the provisions acquisition of Domestic Company, which authorizes Lender or Lender’s designated person (legal or natural person) to exercise all of Borrower’s rights as a shareholder in Domestic Company, and refrain from exercising such shareholder rights except for those otherwise specified in this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (defined as follows) or by Lender.
4.2.5 upon completion of the acquisition of Domestic Company, to execute an Exclusive Option Agreement with Lender and Domestic Company, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.6 upon completion of the acquisition of Domestic Company, to execute a Share Pledge Agreement with Lender and Domestic Company (“Equity Interest Share Pledge Agreement”) and ), under which Borrower agrees to pledge all of Borrower Equity Interest to Lender;
4.2.7 To execute the above power of attorney, Exclusive Option Agreement to which and Share Pledge Agreement as soon as possible after issuance of the Borrower is a partybusiness license of Domestic Company, perform his obligations under and obtain all relevant governmental approvals, registrations or filings (if necessary);
4.2.8 To strictly comply with this Agreement, the Power power of Attorneyattorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from perform its obligations under such documents, and not no commit any actionactions/omission inactions that may affect the effectiveness validity and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreementsuch documents;
3.2.3 4.2.9 not to sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.10 To cause any shareholders’ meeting and/or the board of directors of Borrower Domestic Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.11 To cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.12 To immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.13 to the extent necessary to maintain his ownership of the Borrower Equity Interest, to execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.14 without the prior written consent of Lender, to refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.15 To appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, to promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Domestic Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.17 to the extent permitted by the laws of China, at the request of Lender at any time, to cause the other shareholders of Borrower Domestic Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.19 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Domestic Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Domestic Company:
3.1.1 4.1.1 to execute an Exclusive Option Agreement with Domestic Company and Lender, according to which Borrower will irrevocably grant an exclusive option to Lender to purchase all of the Borrower Equity Interest; to execute an Exclusive Business Cooperation Agreement with Lender (the “Exclusive Business Cooperation Agreement”), and to obtain all relevant governmental approvals, registrations or filings;
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender, not to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
4.1.8 to maintain its corporate existence in accordance with good financial and commercial standars and practice, and diligently and effectively manage its business and handle its matters;
4.1.9 without the prior written consent of Lender, not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interests in its assets, business or incomes, or allow establishment of any other collateral interests thereon;
4.1.10 without the prior written consent of Lender, not to incur, inherit, guarantee or allow the existence of any debts, except for (i) those incurred in the ordinary or daily course of business other than by loans, and (ii) those disclosed to Lender and to which Lender has consented to in writing;
4.1.11 to operate all of its business in ordinary course of business to maintain its asset value;
4.1.12 without the prior written consent of Lender, not to enter into any material contracts (for the purpose of this paragraph, if the value of a contract exceeds RMB100,000, such contracts shall be deemed a material contract), except for those entered into in the ordinary course of business;
4.1.13 without the prior written consent of Lender, not to provide loans or credit to any persons;
4.1.14 to purchase and maintain insurance with insurance company accepted by Lender, the amount and type of such insurance shall be the same or have the same level with those purchased by companies which operate similar business and own similar property or assets in the same district;
4.1.15 without the prior written consent of Lender, not to consolidate or merge with any entities, or purchase or invest in any entities;
4.1.16 to execute all necessary or appropriate documents, adopt all necessary or appropriate actions and bring all necessary or appropriate claims or make all necessary or appropriate defends to all claims so as to maintain ownership to all of its assets;
4.1.17 without the prior written consent of Lender, not to issue dividends in any forms to the shareholders, however, upon request by Lender, to distribut all or part of its distributable profits to the shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor 4.2.1 To compelte the subscription of increased registered capital of the Domestic Company in accordance with the PRC laws within 60 days after the execution of this Agreement;
4.2.2 To make all contributions corresponding to keep the Borrower Equity Interest in accordance with relevant laws, and provide Lender with a capital verification report regarding such contribution issued by qualified accounting firm;
4.2.3 To use best efforts to cause Domestic Company to engage in relevant software system development business, the detaild business scope shall be subject to its principle businessesbusiness license; Borrower shall cause Domestic Company to obtain all governmental approvals, authorizations, licenses, registrations and filings necessary for engagement in the business stated in its business license and to own its assets, and provide relevant governmental approval and filing documents to Lender for its verification;
3.2.2 abide by 4.2.4 upon completion of subscription of the provisions increased registered capital of the Domestic Company, to execute an Exclusive Option Agreement with Lender and Domestic Company, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.5 upon completion of subscription of the increased registered capital of the Domestic Company, to execute a Share Pledge Agreement with Lender and Domestic Company (“Share Pledge Agreement”), under which Borrower agrees to pledge all of Borrower Equity Interest to Lender;
4.2.6 To execute the Share Pledge Agreement as soon as possible after changing the business license of Domestic Company, and obtain all relevant governmental approvals, registrations or filings;
4.2.7 To strictly comply with this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from perform its obligations under such documents, and not no commit any actionactions/omission inactions that may affect the effectiveness validity and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreementsuch documents;
3.2.3 4.2.8 not to sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.9 To cause any shareholders’ meeting and/or the board of directors of Borrower Domestic Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.10 To cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.11 To immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.12 to the extent necessary to maintain his ownership of the Borrower Equity Interest, to execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.13 without the prior written consent of Lender, to refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.14 To appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.15 to the extent permitted by the laws of China, at the request of Lender at any time, to promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Domestic Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, to cause the other shareholders of Borrower Domestic Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.17 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.18 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants. 3.1 As and when he he/she becomes, and for so long as he he/she remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (including its amendments from time to time, the “Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and or the Exclusive Business Cooperation Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors of the Borrower Company;
3.2 the Borrower covenants that during the term of this Agreement, he he/she shall:
3.2.1 endeavor to keep the Borrower Company to engage engaged in its principle businessesbusinesses and to keep the specific business scope of its business license;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his his/her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to promptly and unconditionally transfer all of their equity interests to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his his/her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Interest Pledge Agreement (including its supplementary agreement, if any, the “Equity Interest Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender) , not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 21.94% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants.
3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.;
3.1.2 at the request of Lender Xxxxxx (or a party designated by LenderXxxxxx), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at LenderXxxxxx’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 at the request of LenderXxxxxx, to appoint any persons designated by Lender Xxxxxx as directors of Borrower Company;.
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of LenderXxxxxx;
3.2.10 to the extent permitted by the laws of China, at the request of Lender Xxxxxx at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;;
3.2.11 to the extent permitted by the laws of China, at the request of Lender Xxxxxx at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or LenderXxxxxx’s designated representative(s) at any time, and Borrower Xxxxxxxx hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; andand
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner..
Appears in 1 contract
Samples: Loan Agreement (Yiren Digital Ltd.)
Borrower’s Covenants. 3.1 4.1 As and when he she becomes, and for so long as he she remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Purchase Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Pledge Agreement (including its supplementary agreement, if any, the “Equity Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender), not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he she shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 21.94% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Purchase Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Pledge Agreement (the “Equity Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Purchase Option Agreement to which the Borrower is a partyAgreement, perform his her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his her ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Purchase Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants. 3.1 As and when he becomesthey become, and for so long as he remains a shareholder they remain shareholders of the Borrower Company, Borrower covenants the Borrowers irrevocably covenant that during the term of this AgreementContract, Borrower they shall cause the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Amended and Restated Exclusive Business Cooperation Service Agreement (the “Exclusive Business Cooperation Service Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Service Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors of the Borrower Company;
3.2 Borrower covenants the Borrowers covenant that during the term of this AgreementContract, he they shall:
3.2.1 endeavor to keep the Borrower Company to engage engaged in its principle businessesbusinesses and to keep the specific business scope of its business license;
3.2.2 abide by the provisions of this AgreementContract, the Proxy Agreement and Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the each Borrower is a party, perform his his/her obligations under this AgreementContract, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this AgreementContract, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to promptly and unconditionally transfer all of their equity interests to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his their right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from Borrower the Borrowers in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (Yunji Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Interest Pledge Agreement (including its supplementary agreement, if any, the “Equity Interest Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender) , not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 25% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
Borrower’s Covenants.
3.1 As and when he becomesthe Borrowers become, and for so long as he remains a shareholder the Borrowers remain shareholders of the Borrower Company, Borrower the Borrowers irrevocably covenants irrevocably that during the term of this Agreement, Borrower the Borrowers shall cause ensure the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Equity Option Agreement and the Exclusive Business Cooperation Consultation and Service Agreement (the “Exclusive Business Cooperation Consultation and Service Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Equity Option Agreement and the Exclusive Business Cooperation Consultation and Service Agreement..
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s 's assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors the director or the executive director of the Borrower Company;;
3.2 Borrower covenants the Borrowers covenant that during the term of this Agreement, he he/she shall::
3.2.1 endeavor to keep the Borrower Company to engage be engaged in its principle businessesthe current principal business;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Equity Option Agreement to which the Borrower is a party, perform his his/her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Equity Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Equity Option Agreement;;
3.2.3 without the prior written consent of the Lender, not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;, the Exclusive Option Agreement and the Power of Attorney;
3.2.4 cause ensure any shareholders’ meeting and/or the board of directors (or the executive director) of the Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person, and the Lender shall have the right to instruct the Borrower to ensure that the Borrower’s shareholders’ meeting and/or the board of directors (or the executive director) approve the disposal of the assets and revenues of the Borrower Company or its subsidiaries and the management of the operations of the Borrower Company or its subsidiaries in accordance with the instructions of the Lender;
3.2.5 cause ensure any shareholders’ meeting and/or the board of directors (or the executive director) of the Borrower Company not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Company's assets, business or revenue or relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;;
3.2.8 without the prior written consent of the Lender, not cause the Borrower Company to sell, transfer, mortgage or dispose of in any manner any material assets of the Borrower Company or legal or beneficial interest in the material business or revenues of the Borrower Company, or allow the encumbrance thereon of any security interest, and refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;;
3.2.9 appoint any designee of the Lender as the director or the executive director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause ensure the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause ensure that the other shareholders of the Borrower Company to shall promptly and unconditionally transfer all of their equity interests in the Borrower Company to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his his/her right of first refusal (if any) with respect to the share equity transfer by such other shareholders described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Equity Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; andand
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (VNET Group, Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for 4.1 For so long as he Borrower remains a shareholder of Borrower Company, Borrower he covenants irrevocably that during the term of this Agreement, Borrower he shall cause Borrower Company:
3.1.1 4.1.1 To execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute the Exclusive Business Cooperation Agreement entered into by Lender and Borrower Company (the "Exclusive Business Cooperation Agreement"), under which the Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Interest Pledge Agreement with the Lender and Borrower (the "Equity Interest Pledge Agreement"), under which the parties will agree on the pledge of the Borrower Equity Interest to the Lender; to enter into the Exclusive Option Agreement and the Equity Interest Pledge Agreement on the date hereof, and to complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 To strictly abide by the provisions of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 at 4.1.3 At the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to 4.1.4 To provide Lender with all of the information on Borrower Company’s its business operations and financial condition at Lender’s 's request;
3.1.4 to 4.1.5 To immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 at 4.1.6 At the request of Lender, to appoint any persons designated by Lender as directors executive director of Borrower Company;
3.2 Borrower covenants that during the term 4.1.7 Without Lender's prior written consent, not to supplement, change or amend its articles of this Agreementassociation in any manner, he shall:
3.2.1 endeavor to keep Borrower Company to engage increase or decrease its registered capital or change its share capital structure in its principle businessesany manner;
3.2.2 abide 4.1.8 To maintain its corporate existence in accordance with good financial and business standards and practices by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) prudently and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement effectively operating its business and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreementhandling its affairs;
3.2.3 4.1.9 Without Lender's prior written consent, not to sell, transfer, mortgage or dispose of in any other manner the its legal or beneficial interest in Borrower Equity Interestany of its assets, business or revenue at any time from the date of this Agreement, or allow permit the encumbrance thereon of any other security interest thereon;
4.1.10 Without Lender's prior written consent, not to incur, inherit, guarantee or otherwise allow for the encumbranceexistence of any debt, except for (i) debt incurred in accordance with the Equity Interest Pledge Agreementordinary course of business other than through any loans; and (ii) debt already disclosed to Lender for which Lender's written consent has been obtained;
3.2.4 cause any shareholders’ meeting and/or 4.1.11 To operate its businesses in the board ordinary course and to maintain the value of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated personits assets;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without 4.1.12 Without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);
3.2.6 immediately notify Lender 4.1.13 Without the prior written consent of the occurrence Lender, not to provide any person with any loan or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interestcredit;
3.2.7 4.1.14 Without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any person;
4.1.15 To maintain the extent necessary to maintain his ownership of the Borrower Equity Interestall of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense defenses against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without 4.1.16 Without the prior written consent of Lender, not to cause distribute dividends to shareholders, provided that upon Lender's written request, to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
4.2.1 Ensure that Borrower Company to supplementshall be a limited liability company without foreign investment, change, or amend its articles and Borrower shall hold an equity interest of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.Borrower Company;
Appears in 1 contract
Samples: Exclusive Option Agreement (Greenpower International Group LTD)
Borrower’s Covenants. 3.1 As and when he he/she becomes, and for so long as he he/she remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (the “Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s 's assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors of the Borrower Company;
3.2 the Borrower covenants that during the term of this Agreement, he he/she shall:
3.2.1 endeavor to keep the Borrower Company to engage engaged in its principle businessesbusinesses and to keep the specific business scope of its business license;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his his/her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to promptly and unconditionally transfer all of their equity interests to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his his/her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businessese-commerce and internet content provision business;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Borrower’s Covenants. 3.1 4.1 As and when he she becomes, and for so long as he she remains a shareholder of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause the Borrower Company:
3.1.1 4.1.1 to strictly abide by the provisions comply with each provision of the Exclusive Call Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Call Option Agreement and the Exclusive Business Cooperation Agreement.
3.1.2 4.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 4.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s assets, business business, or income;
3.1.5 4.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors the directors, supervisors and senior management members of the Borrower Company;.
3.2 4.2 Borrower covenants that during the term of this Agreement, he she shall:
3.2.1 4.2.1 endeavor to keep the Borrower Company to engage engaged in its principle businessesexisting business;
3.2.2 4.2.2 strictly abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Call Option Agreement to which the Borrower is a partyAgreement, perform his her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Call Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Call Option Agreement;
3.2.3 4.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security other interest or subject to the encumbrancerestriction of any third party, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not approve the sale, transfer, mortgage, or disposal in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any other interest subject to the restriction of any third party without the prior written consent of the Lender, except to the Lender or the Lender’s designated person (legal or natural persons);
4.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 4.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Equity Interest;
3.2.7 4.2.7 to the extent necessary to maintain his her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.8 without the prior written consent of the Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 4.2.9 appoint any designee of the Lender as director the director, supervisor or senior management member of the Borrower Company, at the request of the Lender;
3.2.10 4.2.10 to the extent permitted by the laws of ChinaPRC laws, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(srepresentative (s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.11 to the extent permitted by the laws of ChinaPRC laws, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to unconditionally and promptly and unconditionally transfer all of their equity interests owned by such shareholders in the Borrower Company to the Lender or the Lender’s designated representative(srepresentative (s) at any time, and the Borrower hereby waives his her right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Call Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 4.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (Soulgate Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Domestic Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Domestic Company:
3.1.1 4.1.1 to execute an Exclusive Option Agreement with Borrower and Lender, according to which Borrower will irrevocably grant an exclusive option to Lender to purchase all of the Borrower Equity Interest; to execute the above Exclusive Option Agreement as soon as possible after the updated business license of Domestic Company is issued, and to obtain all relevant governmental approvals, registrations or filings (if necessary);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements executed with Lender on January 10, 2008, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender, not to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
4.1.8 to maintain its corporate existence in accordance with good financial and commercial standars and practice, and diligently and effectively manage its business and handle its matters;
4.1.9 without the prior written consent of Lender, not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interests in its assets, business or incomes, or allow establishment of any other collateral interests thereon;
4.1.10 without the prior written consent of Lender, not to incur, inherit, guarantee or allow the existence of any debts, except for (i) those incurred in the ordinary or daily course of business other than by loans, and (ii) those disclosed to Lender and to which Lender has consented to in writing;
4.1.11 to operate all of its business in ordinary course of business to maintain its asset value;
4.1.12 without the prior written consent of Lender, not to enter into any material contracts (for the purpose of this paragraph, if the value of a contract exceeds RMB100,000, such contracts shall be deemed a material contract), except for those entered into in the ordinary course of business;
4.1.13 without the prior written consent of Lender, not to provide loans or credit to any persons;
4.1.14 to purchase and maintain insurance with insurance company accepted by Lender, the amount and type of such insurance shall be the same or have the same level with those purchased by companies which operate similar business and own similar property or assets in the same district;
4.1.15 without the prior written consent of Lender, not to consolidate or merge with any entities, or purchase or invest in any entities;
4.1.16 to execute all necessary or appropriate documents, adopt all necessary or appropriate actions and bring all necessary or appropriate claims or make all necessary or appropriate defends to all claims so as to maintain ownership to all of its assets;
4.1.17 without the prior written consent of Lender, not to issue dividends in any forms to the shareholders, however, upon request by Lender, to distribut all or part of its distributable profits to the shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor 4.2.1 To compelte the acquisition of the Domestic Company in accordance with the PRC laws within 60 days after the execution of this Agreement;
4.2.2 To make all contributions corresponding to keep the Borrower Equity Interest in accordance with relevant laws, and provide Lender with a capital verification report regarding such contribution issued by qualified accounting firm;
4.2.3 To use best efforts to cause Domestic Company to engage in its principle businessescurrent value-added telecommunication service business;
3.2.2 abide by the provisions 4.2.4 to execute an irrevocable Power of Attorney, which authorizes Lender or Lender’s designated person (legal or natural person) to exercise all of Borrower’s rights as a shareholder in Domestic Company, and refrain from exercising such shareholder rights except for those otherwise specified in this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (defined as follows) or by Lender.
4.2.5 to execute an Exclusive Option Agreement with Lender and Domestic Company, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest;
4.2.6 to execute a Share Pledge Agreement with Lender and Domestic Company (“Equity Interest Share Pledge Agreement”) and ), under which Borrower agrees to pledge all of Borrower Equity Interest to Lender;
4.2.7 To execute the above power of attorney, Exclusive Option Agreement to which and Share Pledge Agreement as soon as possible after issuance of the Borrower is a partybusiness license of Domestic Company, perform his obligations under and obtain all relevant governmental approvals, registrations or filings (if necessary);
4.2.8 To strictly comply with this Agreement, the Power power of Attorneyattorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from perform its obligations under such documents, and not no commit any actionactions/omission inactions that may affect the effectiveness validity and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreementsuch documents;
3.2.3 4.2.9 not to sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.10 To cause any shareholders’ shareholders› meeting and/or the board of directors of Borrower Domestic Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 4.2.11 To cause any shareholders’ shareholders› meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.12 To immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.13 to the extent necessary to maintain his ownership of the Borrower Equity Interest, to execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.14 without the prior written consent of Lender, to refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.15 To appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, to promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Domestic Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.17 to the extent permitted by the laws of China, at the request of Lender at any time, to cause the other shareholders of Borrower Domestic Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.19 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants.
3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement, the Master Exclusive Service Agreementand and the Proxy Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) Power of Attorney to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Master Exclusive Business Cooperation Service Agreement..
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Proxy Agreement and Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;;
3.2.12 in the event that Lender [9F Inc./JIUFU Financial Technology Service Limited] purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; andand
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner..
Appears in 1 contract
Samples: Loan Agreement (9F Inc.)
Borrower’s Covenants. 3.1 As and when he becomes, and for For so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute an Exclusive Business Cooperation Agreement ("Exclusive Business Cooperation Agreement") with Lender (or a party designated by Lender), under which Lender (or a party designated by Lender), as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to enter into the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement on the date of this Agreement, and to complete all the related governmental approvals, registrations or filings (as applicable);
3.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 3.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 3.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition data at Lender’s 's request;
3.1.4 3.1.5 To provide Lender with the annual budget of Borrower Company for Lender’s review and approval, and to ensure that the operating expenses of Borrower Company shall not exceed the annual budget approved by Lender;
3.1.6 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 3.1.7 at the request of Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.1.8 without Lender's prior written consent, not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
3.1.9 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
3.1.10 without Lender's prior written consent, not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
3.1.11 without Lender's prior written consent, not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender for which Lender's written consent has been obtained;
3.1.12 to operate its businesses in the ordinary course and to maintain the value of its assets;
3.1.13 without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);
3.1.14 without the prior written consent of Lender, not to provide any person with any loan, credit or security;
3.1.15 to procure and maintain insurance from an insurance carrier acceptable to Lender, at an amount and type of coverage typical for companies that operate similar businesses;
3.1.16 without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any person;
3.1.17 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
3.1.18 without the prior written consent of Lender, not to distribute dividends to shareholders, provided that upon Lender's written request, to distribute the distributable profits in whole or in part to its shareholders.
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep cause Borrower Company to engage in media-related business and/or other business approved by Lender; the specific business scope shall be subject to the business license of Borrower Company; Borrower shall cause Borrower Company to complete all the government approvals, authorizations, licensing, registration and filing required for engaging in the businesses within the scope of its principle businessesbusiness license and for owning its assets pursuant to the laws of China;
3.2.2 execute an irrevocable Power of Attorney, which authorizes the Lender or a legal or natural person designated by Lender to exercise all of Borrower's rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Interest Pledge Agreement (hereinafter Section 3.2.4) or as requested by Lender;
3.2.3 execute the Exclusive Option Agreement with Lender and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest;
3.2.4 execute an Equity Interest Pledge Agreement (the "Equity Interest Pledge Agreement") with Lender and Borrower Company, under which Borrower shall pledge the Borrower Equity Interest to Lender;
3.2.5 enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Equity Interest Pledge Agreement on the date of this Agreement, and complete all the related governmental approvals, registrations or filings (as applicable);
3.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 3.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 3.2.8 cause any shareholders’ ' meeting and/or the board of directors and/or executive director of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s 's designated person;
3.2.5 3.2.9 cause any shareholders’ ' meeting and/or the board of directors and/or executive director of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 3.2.10 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 3.2.11 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 3.2.12 without the prior written consent of Lender, refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 3.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender;
3.2.10 3.2.14 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s 's designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 3.2.15 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s 's designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 3.2.16 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 3.2.17 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Amended and Restated Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (Yiren Digital Ltd.)
Borrower’s Covenants. 3.1 As The Borrower covenants and when he becomesagrees, on behalf of itself and the Borrower’s Subsidiaries, that, until full performance, satisfaction and payment in full in cash of all obligations due under this Note, the Borrower and the Borrower’s Subsidiaries shall not:
(i) Create, incur or assume any additional debt or undertake any lease, loan, obligation or financial commitment, except borrowings in the ordinary course of business under the Borrower’s Preexisting Credit Facilities in compliance with the terms and conditions of said credit facilities;
(ii) Create, incur, grant or permit to exist any additional liens on assets except those previously granted under the Preexisting Credit Facilities;
(iii) Declare, pay or make any dividend or distribution or return on capital on any membership interests/shares, or apply any funds, property or assets to the acquisition or redemption of any membership interests/shares, except to use the proceeds of the Note to redeem all membership interests/shares owned by Liberty and except to declare and pay distributions necessary to satisfy federal, state and local income tax liabilities relating to the Xxxx Parties’ ownership/membership interests and aggregate quarterly distributions to the Xxxx Parties collectively of up to 40% of the Net Earnings of the Borrower, all of which distributions shall be subject to the terms of the Preexisting Credit Facilities and the Borrower maintaining a positive working capital (current assets in excess of current liabilities) of at least $2,000,000 for so long as he any amount remains due and owing under this Note. Net Earnings as used herein shall mean the Borrower’s pretax net income less the income tax liabilities of the owners relating to the Xxxx Parties’ ownership and membership interests;
(iv) Pay any cash bonuses or make or commit to make any pension, profit sharing or equity earn-out program payments or contributions;
(v) Make any capital expenditures out of the ordinary course of business or in excess of $300,000 in the aggregate, subject to the Borrower maintaining a shareholder positive working capital of at least $2,000,000 as described in (iii) above;
(vi) Purchase, sell or transfer any assets except in the ordinary course of business and except for the following assets, which Lender acknowledges are being transferred from the Borrower Company, Borrower covenants irrevocably that during to the term Xxxx Parties and others in connection with the redemption of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide Liberty’s ownership/membership interest: (1) the real estate currently owned by the provisions of Borrower at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX; (2) all rights related to the Exclusive Option Agreement PMPS/JAMIS S/W Development Project; and the Exclusive Business Cooperation Agreement (3) all rights related to “Exclusive Business Cooperation AgreementXxxxxxx Cane”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 (vii) Commit any act or omission, undertake any obligation or make any payment which could reasonably be expected to provide Lender with all of have a material adverse affect on the information on Borrower Company’s business operations and or financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve or the merger Borrower’s Subsidiaries; or
(viii) Permit any transfer of ownership/membership interests or consolidation grant or issue any further ownership/membership interests other than the redemption of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or LenderLiberty’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any mannerownership/membership interests.
Appears in 1 contract
Samples: Promissory Note and Loan Agreement (Essex Corporation)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Amended and Restated Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement.
3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s 's assets, business or income;
3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor to keep Borrower Company to engage in its principle businessesPrinciple Businesses;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Amended and Restated Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (58.com Inc.)
Borrower’s Covenants. 3.1 As and when he the Borrower becomes, and for so long as he the Borrower remains a shareholder shareholders of the Borrower Company, the Borrower irrevocably covenants irrevocably that during the term of this Agreement, the Borrower shall cause ensure the Borrower Company:
3.1.1 to strictly abide by the provisions of the Exclusive Equity Option Agreement and the Exclusive Business Cooperation Consultation and Service Agreement (the “Exclusive Business Cooperation Consultation and Service Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Equity Option Agreement and the Exclusive Business Cooperation Consultation and Service Agreement.
3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with the Lender (or a party designated by the Lender), and to strictly abide by such contracts/agreements;
3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at the Lender’s request;
3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration arbitration, or administrative proceedings relating to the Borrower Company’s 's assets, business business, or income;
3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors the director or the executive director of the Borrower Company;
3.2 the Borrower covenants that during the term of this Agreement, he he/she shall:
3.2.1 endeavor to keep the Borrower Company to engage be engaged in its principle businessesthe current principal business;
3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) and the Exclusive Equity Option Agreement to which the Borrower is a party, perform his his/her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Equity Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Equity Option Agreement;
3.2.3 without the prior written consent of the Lender, not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbranceinterest, except in accordance with the Equity Interest Pledge Agreement, the Exclusive Option Agreement and the Power of Attorney;
3.2.4 cause ensure any shareholders’ meeting and/or the board of directors (or the executive director) of the Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to the Lender or the Lender’s designated person, and the Lender shall have the right to instruct the Borrower to ensure that the Borrower’s shareholders’ meeting and/or the board of directors (or the executive director) approve the disposal of the assets and revenues of the Borrower Company and the management of the operations of the Borrower Company in accordance with the instructions of the Lender;
3.2.5 cause ensure any shareholders’ meeting and/or the board of directors (or the executive director) of the Borrower Company not to approve the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of the Lender;
3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Company's assets, business or revenue or relating to the Borrower Equity Interest;
3.2.7 to the extent necessary to maintain his his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without the prior written consent of the Lender, not cause the Borrower Company to sell, transfer, mortgage or dispose of in any manner any material assets of the Borrower Company or legal or beneficial interest in the material business or revenues of the Borrower Company, or allow the encumbrance thereon of any security interest, and refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of the Borrower Company;
3.2.9 appoint any designee of the Lender as the director or the executive director of the Borrower Company, at the request of the Lender;
3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause ensure the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause ensure that the other shareholders of the Borrower Company to shall promptly and unconditionally transfer all of their equity interests in the Borrower Company to the Lender or the Lender’s designated representative(s) at any time, and the Borrower hereby waives his his/her right of first refusal (if any) with respect to the share equity transfer by such other shareholders described in this Section;
3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of the Exclusive Equity Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and
3.2.13 without the prior written consent of the Lender, not to cause the Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (VNET Group, Inc.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 to 4.1.1 To strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 at 4.1.2 At the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 to 4.1.3 To provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 to 4.1.4 To immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 at 4.1.5 At the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor 4.2.1 Endeavor to keep Borrower Company to engage in its principle current content delivery network businesses;
3.2.2 abide 4.2.2 Abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 not 4.2.3 Not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 cause 4.2.4 Cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 cause 4.2.5 Cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 immediately 4.2.6 Immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 to 4.2.7 To the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 without 4.2.8 Without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 appoint 4.2.9 Appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 to 4.2.10 To the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 to 4.2.11 To the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 in 4.2.12 In the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 without 4.2.13 Without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, a shareholder of Beijing Dongjun and for so long as he remains a shareholder of Borrower CompanyBeijing Dongjun, Borrower irrevocably covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower CompanyBeijing Dongjun:
3.1.1 4.1.1 to execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Dongjun Equity Interest; to execute an Exclusive Business Cooperation Agreement ("Exclusive Business Cooperation Agreement") with Lender (or a party designated by Lender), under which Lender (or a party designated by Lender), as an exclusive service provider, will provide Beijing Dongjun with technical service and business consulting service; to enter into the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement on the date of registration of issuance of the business license of Beijing Dongjun, and to complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s Borrower's business operations and financial condition at Lender’s 's request;
3.1.4 4.1.5 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s Borrower's assets, business or income;
3.1.5 4.1.6 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower CompanyBeijing Dongjun;
3.2 4.1.7 without Lender's prior written consent, not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without Lender's prior written consent, not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without Lender's prior written consent, not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender for which Lender's written consent has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender, not to execute any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);
4.1.13 without the prior written consent of Lender, not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender, at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
4.1.17 without the prior written consent of Lender, not to distribute dividends to shareholders, provided that upon Lender's written request, to distribute the distributable profits in whole or in part to the respective shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that Beijing Dongjun shall be set up and legally existing according to the laws of China within 45 days from the date of this Agreement; Beijing Dongjun shall be a limited liability company without foreign investment, and its registered capital shall be RMB£¤10,000,000.00, in which Borrower shall hold 99.9%;
4.2.2 pay the capital contribution in full corresponding to the Dongjun Equity Interest in accordance with the laws of China, and provide Lender with a capital contribution verification report regarding paid-in capital contributions from a qualified accounting firm;
4.2.3 endeavor to keep Borrower Company cause Beijing Dongjun to engage in hospital management and investment businesses; the specific business scope shall be subject to the business license of Beijing Dongjun; Borrower shall cause Beijing Dongjun to complete all the government approvals, authorizations, licensing, registration and filling required for engaging in the businesses within the scope of its principle businessesbusiness license and for owning its assets pursuant to the laws of China; Borrower shall provide Lender with the said governmental approvals documents for verification within 45 days from the execution of this Agreement;
3.2.2 4.2.4 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower's rights as a shareholder in Beijing Dongjun, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Share Pledge Agreement or as requested by Lender;
4.2.5 execute the Exclusive Option Agreement with Lender and Beijing Dongjun, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Dongjun Equity Interest;
4.2.6 execute a Share Pledge Agreement (the "Share Pledge Agreement") with Lender, under which Borrower shall pledge the Borrower Equity Interest to Lender;
4.2.7 enter into the aforementioned Power of Attorney, Exclusive Option Agreement and Share Pledge Agreement on the date of the issuance of the business license of Beijing Dongjun, and complete all the related governmental approvals, registrations or fillings (as applicable);
4.2.8 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement;
3.2.3 4.2.9 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Dongjun Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 4.2.10 cause any shareholders’ ' meeting and/or the board of directors meeting of Borrower Company Beijing Dongjun not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interestequity interest held by Borrower, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s 's designated person;
3.2.5 4.2.11 cause any shareholders’ ' meeting and/or the board of directors of the Borrower Company Beijing Dongjun not to approve the merger or consolidation of Borrower Company Beijing Dongjun with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 4.2.12 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Dongjun Equity Interest;
3.2.7 4.2.13 to the extent necessary to maintain his ownership of the Borrower Dongjun Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.14 without the prior written consent of Lender, refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower CompanyBeijing Dongjun;
3.2.9 4.2.15 appoint any designee of Lender as director of Borrower CompanyBeijing Dongjun, at the request of Lender;
3.2.10 4.2.16 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Dongjun Equity Interest to Lender or Lender’s 's designated representative(s) representative at any time, and cause the other shareholders of Borrower Company Beijing Dongjun to waive their right of first refusal with respect to the share transfer described in this Sectionsection;
3.2.11 4.2.17 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company Beijing Dongjun to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s 's designated representative(s) representative at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Sectionsection;
3.2.12 4.2.18 in the event that Lender purchases Borrower Dongjun Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.19 without the prior written consent of Lender, not to cause Borrower Company Beijing Dongjun to supplement, change, or amend its articles of association in any manner, increase or decreases decrease its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (China Hospitals Inc)
Borrower’s Covenants. 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Domestic Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Domestic Company: to execute an Exclusive Option Agreement with Borrower Company:
3.1.1 and Lender, according to which Borrower will irrevocably grant an exclusive option to Lender to purchase all of the Borrower Equity Interest; to execute an Exclusive Business Cooperation Agreement with Lender (the “Exclusive Business Cooperation Agreement”), according to which, Lender will provide technical service and business consultation service to Domestic Company as the exclusive service provider; to execute the above Exclusive Option Agreement and Exclusive Business Cooperation Agreement as soon as possible after the updated business license of Domestic Company is issued, and to obtain all relevant governmental approvals, registrations or filings (if necessary); to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a partyAgreements, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement.
3.1.2 ; at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 ; to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request;
3.1.4 ; to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income;
3.1.5 ; at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company;
3.2 ; without the prior written consent of Lender, not to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner. to maintain its corporate existence in accordance with good financial and commercial standars and practice, and diligently and effectively manage its business and handle its matters; without the prior written consent of Lender, not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interests in its assets, business or incomes, or allow establishment of any other collateral interests thereon; without the prior written consent of Lender, not to incur, inherit, guarantee or allow the existence of any debts, except for (i) those incurred in the ordinary or daily course of business other than by loans, and (ii) those disclosed to Lender and to which Lender has consented to in writing; to operate all of its business in ordinary course of business to maintain its asset value; without the prior written consent of Lender, not to enter into any material contracts (for the purpose of this paragraph, if the value of a contract exceeds RMB100,000, such contracts shall be deemed a material contract), except for those entered into in the ordinary course of business; without the prior written consent of Lender, not to provide loans or credit to any persons; to purchase and maintain insurance with insurance company accepted by Lender, the amount and type of such insurance shall be the same or have the same level with those purchased by companies which operate similar business and own similar property or assets in the same district; without the prior written consent of Lender, not to consolidate or merge with any entities, or purchase or invest in any entities; to execute all necessary or appropriate documents, adopt all necessary or appropriate actions and bring all necessary or appropriate claims or make all necessary or appropriate defends to all claims so as to maintain ownership to all of its assets; without the prior written consent of Lender, not to issue dividends in any forms to the shareholders, however, upon request by Lender, to distribut all or part of its distributable profits to the shareholders. Borrower covenants that during the term of this Agreement, he shall:
3.2.1 endeavor : To compelte the acquisition of the Domestic Company in accordance with the PRC laws within 60 days after the execution of this Agreement; To make all contributions corresponding to keep the Borrower Equity Interest in accordance with relevant laws, and provide Lender with a capital verification report regarding such contribution issued by qualified accounting firm; To use best efforts to cause Domestic Company to engage in relevant value-added telecommunication service business, the detaild business scope shall be subject to its principle businesses;
3.2.2 abide by business license; Borrower shall cause Domestic Company to obtain all governmental approvals, authorizations, licenses, registrations and filings necessary for engagement in the provisions business stated in its business license and to own its assets, and provide relevant governmental approval and filing documents to Lender for its verification; to execute an irrevocable Power of Attorney, which authorizes Lender or Lender’s designated person (legal or natural person) to exercise all of Borrower’s rights as a shareholder in Domestic Company, and refrain from exercising such shareholder rights except for those otherwise specified in this Agreement, the Power of Attorney, the Equity Interest Share Pledge Agreement (defined as follows) or by Lender. to execute an Exclusive Option Agreement with Lender and Domestic Company, under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest; to execute a Share Pledge Agreement with Lender and Domestic Company (“Equity Interest Share Pledge Agreement”) and ), under which Borrower agrees to pledge all of Borrower Equity Interest to Lender; To execute the above power of attorney, Exclusive Option Agreement to which and Share Pledge Agreement as soon as possible after issuance of the Borrower is a partybusiness license of Domestic Company, perform his obligations under and obtain all relevant governmental approvals, registrations or filings (if necessary); To strictly comply with this Agreement, the Power power of Attorneyattorney, the Equity Interest Share Pledge Agreement and the Exclusive Option Agreement, and refrain from perform its obligations under such documents, and not no commit any actionactions/omission inactions that may affect the effectiveness validity and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement;
3.2.3 such documents; not to sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Share Pledge Agreement;
3.2.4 ; To cause any shareholders’ meeting and/or the board of directors of Borrower Domestic Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
3.2.5 ; To cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender;
3.2.6 ; To immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 ; to the extent necessary to maintain his ownership of the Borrower Equity Interest, to execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 ; without the prior written consent of Lender, to refrain from any action /omission / omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 ; To appoint any designee of Lender as director of Borrower Company, at the request of Lender;
3.2.10 ; to the extent permitted by the laws of China, at the request of Lender at any time, to promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Domestic Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 ; to the extent permitted by the laws of China, at the request of Lender at any time, to cause the other shareholders of Borrower Domestic Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 ; in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 and without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (ChinaCache International Holdings Ltd.)
Borrower’s Covenants. 3.1 4.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:
3.1.1 4.1.1 to execute the Exclusive Purchase Option Agreement with Borrower and Lender or a party designated by Lender, under which Borrower shall irrevocably grant Lender or a party designated by Lender an exclusive option to purchase all of the equity interest of Borrower Company held by the Borrower; to perform the Exclusive Business Cooperation Agreement executed with the Lender or any person designated by Lender (the “Exclusive Business Cooperation Agreement”), under which the Lender or any person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service; to execute the Equity Pledge Agreement (including its supplementary agreement, if any, the “Equity Pledge Agreement”) with the Lender or a party designated by Lender and Borrower, under which will set for the pledge of the equity interest of Borrower Company held by the Borrower; complete all the related governmental approvals, registrations or fillings (as applicable);
4.1.2 to strictly abide by the provisions of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Purchase Option Agreement, Equity Pledge Agreement and the Exclusive Business Cooperation Agreement.;
3.1.2 4.1.3 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements;
3.1.3 4.1.4 to provide Lender with all of the information on Borrower Company’s its business operations and financial condition at the request of Lender (or a party designated by Lender’s request);
3.1.4 4.1.5 to immediately notify Lender (or any party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s its assets, business or income;
3.1.5 4.1.6 at the request of Lender or a party designated by Lender, to appoint any persons designated by Lender as directors and/or executive director of Borrower Company;
3.2 4.1.7 without the prior written consent of Lender (or a party designated by Lender), not to supplement, change or amend its articles of association in any manner, increase or decrease its registered capital or change its share capital structure in any manner;
4.1.8 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.1.9 without prior written consent of Lender (or a party designated by Lender) , not to sell, transfer, mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets, business or revenue at any time from the date of this Agreement, or permit the encumbrance of any other security interest thereon;
4.1.10 without the prior written consent of Lender (or a party designated by Lender), not to incur, inherit, guarantee or otherwise allow for the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through any loans; and (ii) debt already disclosed to Lender (or a party designated by Lender) for which the written consent of Lender (or a party designated by Lender) has been obtained;
4.1.11 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.1.12 without the prior written consent of Lender (or a party designated by Lender), not to execute, amend or early terminate any major contract, except for contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000, or involves any material assets or intellectual properties, or is entered into with any of its related parties, shall be deemed a major contract);
4.1.13 without the prior written consent of Lender (or a party designated by Lender), not to provide any person with any loan or credit;
4.1.14 to procure and maintain insurance from an insurance carrier acceptable to Lender (or a party designated by Lender), at an amount and type of coverage typical for companies that operate similar businesses;
4.1.15 without the prior written consent of Lender (or a party designated by Lender), not to merge, consolidate with, acquire, or invest in any person;
4.1.16 to maintain the ownership of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; and
4.1.17 without the prior written consent of Lender (or a party designated by Lender), not to distribute dividends to shareholders, provided that upon the written request of Lender (or a party designated by Lender), to distribute the distributable profits in whole or in part to its shareholders.
4.2 Borrower covenants that during the term of this Agreement, he shall:
3.2.1 4.2.1 ensure that Borrower Company shall be a limited liability company without foreign investment, and Borrower shall hold 21.94% equity interest of Borrower Company;
4.2.2 endeavor to keep cause Borrower Company to engage in its principle businessescurrent business;
3.2.2 4.2.3 execute an irrevocable Power of Attorney, which authorizes a legal or natural person designated by Lender to exercise all of Borrower’s rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Equity Pledge Agreement or as requested by Lender;
4.2.4 execute the Exclusive Purchase Option Agreement with Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the equity interest of Borrower Company held by Borrower;
4.2.5 execute a Equity Pledge Agreement (the “Equity Pledge Agreement”) with the Lender (or a party designated by Lender) and Borrower Company, under which Borrower shall pledge the equity interest of Borrower Company held by Borrower to the Lender;
4.2.6 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Purchase Option Agreement to which the Borrower is a partyAgreement, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Purchase Option Agreement;
3.2.3 4.2.7 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement;
3.2.4 4.2.8 cause any shareholders’ meeting and/or the board of directors (or executive director) of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interest of Borrower Equity InterestCompany held by Borrower, or allow the encumbrance thereon of any security interestinterest without the prior written consent of Lender (or a party designated by Lender), except to Lender or Lender’s designated person;
3.2.5 4.2.9 cause any shareholders’ meeting and/or the board of directors (or executive director) of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender (or a party designated by Lender);
3.2.6 4.2.10 immediately notify Lender (or a party designated by Lender) of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest;
3.2.7 4.2.11 to the extent necessary to maintain his ownership of the Equity Interest of Borrower Equity InterestCompany, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
3.2.8 4.2.12 without the prior written consent of Lender (or a party designated by Lender), refrain from any action /omission action/omission that may have a material impact on the assets, business and liabilities of Borrower Company;
3.2.9 4.2.13 appoint any designee of Lender as director and/or executive director of Borrower Company, at the request of Lender (or a party designated by Lender);
3.2.10 4.2.14 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, promptly and unconditionally transfer all of equity interest of Borrower Equity Interest Company held by Borrower to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section;
3.2.11 4.2.15 to the extent permitted by the laws of China, at the request of Lender (or a party designated by Lender) at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests interest to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section;
3.2.12 4.2.16 in the event that Lender purchases the equity interest of Borrower Equity Interest Company held by Borrower from Borrower in accordance with the provisions of the Exclusive Purchase Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and
3.2.13 4.2.17 without the prior written consent of Lender (or a party designated by Lender), not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.
Appears in 1 contract
Samples: Loan Agreement (CooTek(Cayman)Inc.)
