Borrower’s Covenants. 4.1 As a major shareholder of the Company, Borrower covenants that during the term of this Agreement, Borrower shall cause the Company: (a) without the prior written consent of Lender, not to supplement, change, or amend its Articles of Association in any manner, or to increase or decreases its registered capital or change its share capital structure in any manner; (b) to maintain the existence of the Company pursuant to good financial and commercial standards and practices, and prudently and effectively operate the business and handle related issues (c) without the prior written consent of Lender, not to sell, transfer, mortgage or otherwise dispose of, at any time after the date of this Agreement, the legal or beneficial interest in Borrower’s Equity Interest from any assets, business or revenues, or allow the encumbrances thereon of any security interest; (d) without the prior written consent of Lender, not to incur, succeed to, undertake or allow the existence of any liabilities, except for those (i) incurred during normal or daily operations other than in the form of loan; and (ii) having been disclosed and obtained the written consent from Lender; (e) to maintain all business under normal operations so as to maintain assets value; (f) without the prior written consent of Lender, not to enter into any significant contract (for the purpose of this paragraph, a contract will be deemed as a significant contract if the contract value exceeds RMB 1 million), except those entered into during normal operations; (g) without the prior written consent of Lender, not to provide any loan or credit to any other person; (h) to provide Lender with all the information about the Company’s business operations and financial conditions at Lender’s request; (i) to purchase from and maintain with insurance company acceptable to Lender the insurance with the same or similar premium and coverage as that generally maintained by the company with similar business and similar property or assets in the same region; (j) without the prior written consent of Lender, not to merge or consolidate with any person, or acquire or invest in any person; (k) to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Company’s assets, business or income; (l) to the extent necessary to maintain his ownership of all his 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; (m) without the prior written consent of Lender, not to distribute dividends to shareholders in any form; however, Borrower shall immediately distribute all distributable profit to shareholders at Lender’s request; (n) at the request of Lender, to appoint any person designated by Lender as director of the Company; (o) to strictly abide by the provisions of the Option Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreement. 4.2 Borrower covenants that during the term of this Agreement, he shall: (a) except in accordance with the Equity Pledge Agreement, without the prior written consent of Lender, not to sell, transfer, mortgage or dispose in any other manner of the legal or beneficial interest in Borrower’s Equity Interest, or allow placing any other encumbrances thereon of any security interest; (b) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person; (c) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the merger or consolidation with any person, or acquire or invest in any person; (d) immediately notify Lender the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower’s Equity Interest; (e) to the extent necessary to maintain his ownership of the Borrower’s 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; (f) 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 the Company; (g) appoint any person designated by Lender as director of the Company, at the request of Lender; (h) to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of the Company to waive their right of first refusal with respect to the share transfer described in this Section; (i) to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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; (j) in the event that Lender purchases Borrower’s Equity Interest from Borrower in accordance with the provisions of the Option Agreement, use such purchase money obtained thereby to repay the Loan to Lender; and (k) strictly abide by the provisions of this Agreement, the Equity Pledge Agreement and the Option Agreement, perform his obligations under this Agreement, the Equity Pledge Agreement and the Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Option Agreement.
Appears in 2 contracts
Samples: Loan Agreement (ChinaEdu CORP), Loan Agreement (ChinaEdu CORP)
Borrower’s Covenants. 4.1 As a major shareholder (1) From the execution date of this Agreement until the termination hereof and the completion of the Companypayment of all debts to Lender hereunder, Borrower covenants shall comply with each of the following items:
(i) Continue its business by maintaining the licenses and the like necessary to run its principal business and complying with all laws and regulations.
(ii) Do not change the nature of its principal business.
(iii) Except when required by law or regulation, handle the payment of all debts under this Agreement as at least the same rank without subordination to the payment of other unsecured debts (including secured loans that during constitute debt that cannot be fully recovered even after converting the term collateral into cash).
(iv) In the absence of Xxxxxx’s consent, do not perform any merger, divestiture, share exchange, or share transfer, transfer of its business or assets to a third party (including a transfer for a sale-and-leaseback), or receipt of a third party’s business or assets that will have, or may have, a material effect on the performance of Borrower’s obligations under this Agreement, except when Borrower performs a transfer to the extent reasonably necessary when raising funds through asset securitization.
(v) Borrower shall cause the Companynot fall under any of items (a) through (n) of Article 3.1(x).
(vi) Borrower, either directly or through a third party, shall not engage in any conduct that falls under any of items (a) through (e) below:
(a) without the prior written consent of Lender, not to supplement, change, or amend its Articles of Association in any manner, or to increase or decreases its registered capital or change its share capital structure in any manner;Making a violent demand
(b) to maintain the existence of the Company pursuant to good financial and commercial standards and practices, and prudently and effectively operate the business and handle related issuesMaking an unreasonable demand that exceeds one’s legal responsibility
(c) without the prior written consent of Lender, not to sell, transfer, mortgage Engaging in threatening behavior or otherwise dispose of, at any time after the date of this Agreement, the legal or beneficial interest using violence in Borrower’s Equity Interest from any assets, business or revenues, or allow the encumbrances thereon of any security interest;connection with a transaction
(d) without the prior written consent of LenderSpreading rumors, not to incurharm Xxxxxx’s reputation through deception or force, succeed to, undertake or allow the existence of any liabilities, except for those (i) incurred during normal or daily operations other than in the form of loan; and (ii) having been disclosed and obtained the written consent from Lender;interfering with Xxxxxx’s business
(e) Any other conduct equivalent to maintain all business under normal operations so as to maintain assets value;items (a) through (d) above
(f2) without From the prior written consent of Lender, not to enter into any significant contract (for the purpose execution date of this paragraphAgreement until the termination hereof and the completion of the payment of all debts to Lender hereunder, a contract will be deemed as a significant contract if Borrower shall comply with each of the contract value exceeds RMB 1 million), except those entered into during normal operations;
(g) without the prior written consent of Lender, not to provide any loan or credit to any other person;
(h) to provide Lender with all the information about the Company’s business operations and financial conditions following items at Lender’s request;its own expense:
(i) If an event set forth in Article 4 occurs or may occur with respect to purchase from and maintain with insurance company acceptable to Lender the insurance with the same or similar premium and coverage as that generally maintained by the company with similar business and similar property or assets in the same region;
(j) without the prior written consent of Lender, not to merge or consolidate with any person, or acquire or invest in any person;
(k) to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Company’s assets, business or income;
(l) to the extent necessary to maintain his ownership of all his 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;
(m) without the prior written consent of Lender, not to distribute dividends to shareholders in any form; howeverBorrower, Borrower shall immediately distribute all distributable profit report to shareholders at Lender’s request;Lender accordingly.
(nii) at If the request of LenderReports, Etc. are prepared, Borrower shall submit to appoint any person designated by Lender as director a copy of the Company;Reports, Etc. by the 10th day of the third month after the end of Xxxxxxxx’s fiscal year. In addition, Borrower shall accurately and duly prepare the Reports, Etc. in accordance with generally accepted accounting standards in Japan, and in cases where the Reports, Etc. are required to be audited by law or regulation, they must undergo the necessary audits.
(oiii) to strictly abide by the provisions When submitting a copy of the Option AgreementReports, Etc. under the preceding item, Xxxxxxxx shall attach the following documents and submit them to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreement.
4.2 Borrower covenants that during the term of this Agreement, he shallLender:
(a) except in accordance with the Equity Pledge Agreement, without the prior written consent Set of Lender, not to sell, transfer, mortgage or dispose in any other manner of the legal or beneficial interest in Borrower’s Equity Interest, or allow placing any other encumbrances thereon of any security interest;corporation income tax return and local corporation income tax return schedules for each fiscal year
(b) cause any shareholders’ meeting Business Plan Achievement Status Report (Exhibit 3; provided, however, that this will be after the submission of the Company not to approveReports, without Etc. for the prior written consent of Lender, the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;fiscal year ending April 2020)
(c) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the merger or consolidation with any person, or acquire or invest in any person;Pipeline status report for each fiscal year
(d) immediately notify Cash flow performance table for the next fiscal year as of the preparation of the Reports, Etc. to be submitted to Lender
(iv) Borrower shall submit to Lender the occurrence or possible occurrence following documents as of any litigationthe last day of July, arbitration or administrative proceedings relating to Borrower’s Equity Interest;October, and January by the 10th day of the third month after each such month:
(ea) to the extent necessary to maintain his ownership of the Borrower’s 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;Trial balance
(fb) 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 the Company;Pipeline status report
(gc) appoint any person designated by Lender as director of the Company, at the request of Lender;
(h) to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of the Company to waive their right of first refusal with respect to the share transfer described in this Section;
(i) to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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;
(j) in the event that Lender purchases Borrower’s Equity Interest from Borrower in accordance with the provisions of the Option Agreement, use such purchase money obtained thereby to repay the Loan to Lender; and
(k) strictly abide by the provisions of this Agreement, the Equity Pledge Agreement and the Option Agreement, perform his obligations under this Agreement, the Equity Pledge Agreement and the Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Option Agreement.Cash flow performance table
Appears in 1 contract
Borrower’s Covenants. 4.1 As and when he becomes, and for so long as he remains a major shareholder of the Borrower Company, the Borrower covenants that during the term of this Agreement, the Borrower shall cause ensure the Borrower Company:
(a) without Without the prior written consent of the Lender, not cause the Borrower Company to supplement, change, or amend its Articles articles of Association association in any manner, or to increase or decreases decrease its registered capital or change its share capital structure in any manner;
(b) to maintain the Maintain its corporate existence of the Company pursuant to good and conduct its business and affairs prudently and efficiently in accordance with sound financial and commercial standards and practices, and prudently and effectively operate the business and handle related issues;
(c) without Without the prior written consent of the Lender, not to sell, transfer, mortgage or otherwise dispose of, at of in any time after the date of this Agreement, other manner the legal or beneficial interest in Borrower’s the Borrower Equity Interest from any assets, business or revenuesInterest, or allow the encumbrances encumbrance thereon of any security interestinterest from the date of execution of this Agreement;
(d) without Without the prior written consent of the Lender, not to incur, succeed toinherit, undertake guarantee or allow the existence of to exist any liabilities, indebtedness except for those (i) Indebtedness incurred during normal or daily operations other than in the form ordinary or usual course of loanbusiness and not by way of borrowing; and (ii) having Indebtedness that has been disclosed to the Lender and obtained consented to in writing by the written consent from Lender;
(e) Operate all of its operations in the ordinary course of business to maintain all business under normal operations so as to maintain assets valuethe value of its assets;
(f) without Without the prior written consent of the Lender, not to enter into any significant contract material agreement (for the purpose purposes of this paragrapharticle, a contract will be deemed as a significant contract an agreement is considered material if the contract its value exceeds RMB 1 5 million), except those for agreements entered into during normal operationsin the ordinary course of business;
(g) without Without the prior written consent of the Lender, not to provide any loan extend loans or credit to any other person;
(h) to To provide the Lender with all of the information about on the Borrower Company’s business operations and financial conditions condition at the Lender’s request;
(i) to purchase from Procure and maintain with in effect insurance company acceptable to Lender from insurance companies recognized by the Lender, maintaining insurance in the same full amount and with the same classes of insurance or similar premium at the same level of full amount and coverage with the same classes of insurance as that generally maintained are ordinarily carried by the company with firms carrying on a similar business in the same locality and owning similar property or assets in the same regionassets;
(j) without Without the prior written consent of the Lender, not to merge or consolidate with any person, or acquire of or invest in any person;
(k) to 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;
(l) to To the extent necessary to maintain his ownership of all his 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;
(m) without the prior written consent of Lender, not to distribute dividends to shareholders in any form; however, Borrower shall immediately distribute all distributable profit to shareholders at Lender’s request;
(n) at the request of Lender, to appoint any person designated by Lender as director of the Company;
(o) to strictly abide by the provisions of the Option Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreement.
4.2 Borrower covenants that during the term of this Agreement, he shall:
(a) except in accordance with the Equity Pledge Agreement, without the prior written consent of Lender, not to sell, transfer, mortgage or dispose in any other manner of the legal or beneficial interest in Borrower’s Equity Interest, or allow placing any other encumbrances thereon of any security interest;
(b) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
(c) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the merger or consolidation with any person, or acquire or invest in any person;
(d) immediately notify Lender the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower’s Equity Interest;
(e) to the extent necessary to maintain his its ownership of the Borrower’s Equity Interestequity 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;
(fm) without Without the prior written consent of the Lender, refrain from no dividend in any action / omission form shall be paid to the shareholders, provided that may have a material impact on it shall, upon the assetsLender’s request, business immediately distribute all of its distributable profits in full and liabilities of the Companywithout delay to its respective shareholders;
(gn) appoint any person designated by Lender as director of the Company, at the request of Lender;
(h) to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of the Company to waive their right of first refusal with respect to the share transfer described in this Section;
(i) to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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;
(j) in the event that Lender purchases Borrower’s Equity Interest from Borrower in accordance with the provisions of the Option Agreement, use such purchase money obtained thereby to repay the Loan to Lender; and
(k) strictly Strictly abide by the provisions of this Agreement, the Equity Pledge Option Agreement and the Option Agreement, perform his obligations under this Agreement, the Equity Pledge Agreement and the Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of the Equity Option Agreement.
4.2 the Borrower covenants that during the term of this Agreement, he shall:
a) Without the prior written consent of the Lender, not to sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower’s equity interest, or allow the encumbrance thereon of any security interest, except in accordance with the Equity Pledge Agreement and the Option Agreement.;
Appears in 1 contract
Samples: Loan Agreement (VNET Group, Inc.)
Borrower’s Covenants. 4.1 5.1 As a major shareholder of the Company, Borrower covenants that during the term of this Agreement, Borrower shall cause the Company:
(a) without the prior written consent of Lender, not to supplement, change, or amend its Articles of Association in any manner, or to increase or decreases its registered capital or change its share capital structure in any manner;
(b) to maintain the existence of the Company pursuant to good financial and commercial standards and practices, and prudently and effectively operate the business and handle related issues;
(c) without the prior written consent of Lender, not to sell, transfer, mortgage or otherwise dispose of, at any time after the date of this Agreement, the legal or beneficial interest in Borrower’s Equity Interest from any assets, business or revenues, or allow the encumbrances encumbrance thereon of any security interest;
(d) without the prior written consent of Lender, not to incur, succeed to, undertake or allow the existence of any liabilities, except for those (i) incurred during normal or daily operations other than in the form of loan; and (ii) having been disclosed to and obtained the written consent from Lender;
(e) to maintain all business under normal operations so as to maintain assets value;
(f) without the prior written consent of Lender, not to enter into any significant contract (for the purpose of this paragraph, a contract will be deemed as a significant contract if the contract value exceeds RMB 1 million), except those for that entered into during normal operations;
(g) without the prior written consent of Lender, not to provide any loan or credit to any other person;
(h) to provide Lender with all the information about the Company’s business operations and financial conditions condition at Lender’s request;
(i) to purchase from and maintain with insurance company acceptable to Lender the insurance with the same or similar premium and coverage as that generally maintained by the company with similar business and similar property or assets in the same region;
(j) without the prior written consent of Lender, not to merge merger or consolidate with any person, or acquire or invest in any person;
(k) to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Company’s assets, business or income;
(l) to the extent necessary to maintain his ownership of all his 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;
(m) without the prior written consent of Lender, not to distribute dividends to shareholders in any form; however, Borrower shall immediately distribute all distributable profit to shareholders at Lender’s request;
(n) at the request of Lender, to appoint any person persons designated by Lender as director directors of the Company;
(o) to strictly abide by the provisions of the Option Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreement.
4.2 5.2 Borrower covenants that during the term of this Agreement, he shall:
(a) except in accordance with the Equity Pledge Agreement, without the prior written consent of Lender, not to sell, transfer, mortgage or dispose in any other manner of the legal or beneficial interest in Borrower’s Equity Interest, or allow placing any other encumbrances thereon of any security interest;
(b) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
(c) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the merger or consolidation with any person, or acquire or invest in any person;
(d) immediately notify Lender the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower’s Equity Interest;
(e) to the extent necessary to maintain his ownership of the Borrower’s 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;
(f) 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 the Company;
(g) appoint any person designated by Lender as the director of the Company, at the request of Lender;
(h) to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of the Company to waive their right of first refusal with respect to the share transfer described in this Section;
(i) to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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;
(j) in the event that Lender purchases Borrower’s Equity Interest from Borrower in accordance with the provisions of the Option Agreement, use such purchase money obtained thereby to repay the Loan to Lender; and
(k) strictly abide by the provisions of this Agreement, the Equity Pledge Agreement and the Option Agreement, perform his obligations under this Agreement, the Equity Pledge Agreement and the Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Option Agreement.
Appears in 1 contract
Samples: Loan Agreement (ChinaEdu CORP)
Borrower’s Covenants. 4.1 5.1 As a major shareholder of the Company, Borrower covenants that during the term of this Agreement, Borrower shall cause the Company:
(a) without the prior written consent of Lender, not to supplement, change, or amend its Articles of Association in any manner, or to increase or decreases its registered capital or change its share capital structure in any manner;
(b) to maintain the existence of the Company pursuant to good financial and commercial standards and practices, and prudently and effectively operate the business and handle related issues;
(c) without the prior written consent of Lender, not to sell, transfer, mortgage or otherwise dispose of, at any time after the date of this Agreement, the legal or beneficial interest in Borrower’s Equity Interest from any assets, business or revenues, or allow the encumbrances encumbrance thereon of any security interest;
(d) without the prior written consent of Lender, not to incur, succeed to, undertake or allow the existence of any liabilities, except for those (i) incurred during normal or daily operations other than in the form of loan; and (ii) having been disclosed to and obtained the written consent from Lender;
(e) to maintain all business under normal operations operation so as to maintain ensure assets value;
(f) without the prior written consent of Lender, not to enter into any significant contract (for the purpose of this paragraph, a contract will be deemed as a significant contract if the contract value exceeds RMB 1 million), except those for that entered into during normal operations;
(g) without the prior written consent of Lender, not to provide any loan or credit to any other person;
(h) to provide Lender with all the information about the Company’s business operations and financial conditions condition at Lender’s request;
(i) to purchase from and maintain with insurance company acceptable to Lender the insurance with the same or similar premium and coverage as that generally maintained by the company with similar business and similar property or assets in the same region;
(j) without the prior written consent of Lender, not to merge merger or consolidate with any person, or acquire or invest in any person;
(k) to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Company’s assets, business or income;
(l) to the extent necessary to maintain his ownership of all his 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 defense against all claims;
(m) without the prior written consent of Lender, not to distribute dividends dividend to shareholders in any form; however, Borrower shall immediately distribute all distributable profit to shareholders at Lender’s request;
(n) at the request of Lender, to appoint any person persons designated by Lender as director directors of the Company;
(o) to strictly abide by the provisions of the Option Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreement.
4.2 5.2 Borrower covenants that during the term of this Agreement, he shall:
(a) except in accordance with the Equity Pledge Agreement, without the prior written consent of Lender, not to sell, transfer, mortgage or dispose in any other manner of the legal or beneficial interest in Borrower’s Equity Interest, or allow placing any other encumbrances thereon of any security interest;
(b) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
(c) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the merger or consolidation with any person, or acquire or invest in any person;
(d) immediately notify Lender the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower’s Equity Interest;
(e) to the extent necessary to maintain his ownership of the Borrower’s 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;
(f) without the prior written consent of Lender, refrain from any action / action/omission that may have a material impact on the assets, business and liabilities of the Company;
(g) appoint any person designated by Lender as director of the Company, at the request of Lender;
(h) to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of the Company to waive their right of first refusal with respect to the share transfer described in this Section;
(i) to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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;
(j) in the event that Lender purchases Borrower’s Equity Interest from Borrower in accordance with the provisions of the Option Agreement, use such purchase money obtained thereby to repay the Loan to Lender; and
(k) strictly abide by the provisions of this Agreement, the Equity Pledge Agreement and the Option Agreement, perform his obligations under this Agreement, the Equity Pledge Agreement and the Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Option Agreement.
Appears in 1 contract
Samples: Loan Agreement (ChinaEdu CORP)
Borrower’s Covenants. 4.1 As a major shareholder The Borrower undertakes and covenants with the Lender that from and after the date hereof and for so long as any amount remains outstanding hereunder, it shall:
7.1 observe and perform all its obligations and undertakings under this Agreement; and
7.2 utilize the Loan for the purpose stated in Schedule (A); and
7.3 be bound by the Security given to the Lender as security for the Loan and not to sell, transfer, assign and/or dispose of in any way whatsoever the assets subject to the Security; and
7.4 not create or permit to subsist any Encumbrance over the assets of the CompanyBorrower subject to the Security, Borrower covenants other than Permitted Encumbrances; and
7.5 notify the Lender forthwith upon the occurrence of an Event of Default or any event which with the giving of notice or the lapse of time might constitute such an Event of Default; and
7.6 provide the Lender with a written notice upon the occurrence of any material adverse change in its business, assets, affairs, financial condition or stability; and
7.7 comply with all regulations and by-laws from time to time imposed by any competent authority or authorities in respect of the conduct of the Borrower’s business; and
7.8 not make, unless the Lender otherwise agrees, any substantial change to the general nature or scope of the Borrower’s business from that during the term of business as is contemplated by this Agreement; and
7.9 not, Borrower shall cause the Company:either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its assets; and
(a) 7.10 not without the prior written consent of the Lender, not to supplement, change, or amend its Articles of Association in any manner, or to increase or decreases its registered capital or change its share capital structure in ownership or legal status or take any manner;
(b) steps to maintain alter the existence liability of the Company pursuant Borrower to good the Lender; and
7.11 furnish the Lender with such other information, documents and records relating to the financial condition and commercial standards operations of the Borrower as the Lender may from time to time reasonably require; and
7.12 furnish the Lender with copies of the renewed source documents of the Borrower including but not limited to the trade license, chamber of commerce and practicesindustry certificate, passport, UAE ID, and prudently visa copies of the Borrower’s authorized signatories once renewed; and
7.13 permit the Lender or any of its employees or any person authorized by the Lender to enter the offices/premises of the Borrower at all reasonable hours to review the accounting books and effectively operate records of the business Borrower; and
7.14 duly pay and handle related issuesdischarge all Taxes, assessments and governmental charges for which the Borrower is liable on the due date for the payment thereof; and
(c) without 7.15 check all notifications of amounts owing to the prior written consent Lender received from the Lender. If within one week of Lender, not to sell, transfer, mortgage or otherwise dispose of, at any time after the date of this Agreementdispatch of any notice or statement from the Lender to the Borrower’s address (as it appears in the records of the Lender) no objection has been received from the Borrower, then any amount shown therein shall be considered correct and the fact that no communication has been received from the Borrower shall subject to any manifest error on the part of the Lender, be confirmation of the correctness of such amount and the Borrower may not thereafter raise any objection in respect of any such notice or statement. The Borrower acknowledges that the Lender has no duty to provide statements to the Borrower stating the outstanding balance of the Loan, and it is solely and entirely the responsibility of the Borrower to make such a request; and
7.16 under the applicable laws of the UAE, the legal claims of the Lender against the Borrower under this Agreement will be equal to or beneficial interest in preferential over the claims of the Borrower’s Equity Interest from unsecured creditors save those whose claims are preferred solely by any assetsbankruptcy, business or revenuesinsolvency, liquidation, or allow other similar laws of general application; and
7.17 pay all fees and expenses, including but not limited to legal fees, associated with this Agreement and do such further acts and execute and deliver such further documents, instruments and assurances as may be necessary or as the encumbrances thereon Lender may from time to time reasonably request for the assurance and the maintenance of the rights of the Lender hereunder including the Security; and
7.18 irrevocably cover the shortfall on any security interest;payment due hereunder from the Borrower’s other own sources in case of shortfall in the value of the assets subject to the Security; and
(d) without 7.19 route any ancillary business of the prior written consent of Borrower to the Lender or its associated companies as and when available; and
7.20 authorise the Lender, not to incur, succeed to, undertake or allow but without obliging the existence of any liabilities, except for those (i) incurred during normal or daily operations other than in the form of loan; and (ii) having been disclosed and obtained the written consent from Lender;
(e) to maintain all business under normal operations so as to maintain assets value;
(f) without the prior written consent of Lender, not to enter into any significant contract (for the purpose of this paragraph, a contract will be deemed as a significant contract if the contract value exceeds RMB 1 million), except those entered into during normal operations;
(g) without the prior written consent of Lender, not to provide any loan or credit to any other person;
(h) to provide Lender with all the information about the Company’s business operations and financial conditions at Lender’s request;
(i) to purchase from and maintain with insurance company acceptable to Lender the insurance with the same or similar premium and coverage as that generally maintained by the company with similar business and similar property or assets in the same region;
(j) without the prior written consent of Lender, not to merge or consolidate with any person, or acquire or invest in any person;
(k) to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Company’s assets, business or income;
(l) to the extent necessary to maintain his ownership of all his 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;
(m) without the prior written consent of Lender, not to distribute dividends to shareholders in any form; however, Borrower shall immediately distribute all distributable profit to shareholders at Lender’s request;
(n) at the request of Lender, to appoint any person designated arrange at the Borrower’s cost for insurance cover (by Lender as director means of an insurance policy) on the lives of the Company;
owner(s)/proprietor(s) or authorized signatory (okeyman) to strictly abide by the provisions of the Option Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreement.
4.2 Borrower covenants that during the term of this Agreement, he shall:
(a) except in accordance with the Equity Pledge Agreement, without Loan and for the prior written consent of Lender, not to sell, transfer, mortgage or dispose in any other manner amount of the legal or beneficial interest in Borrower’s Equity Interest, or allow placing any other encumbrances thereon Loan and declare the Lender as a beneficiary thereunder. The Borrower also understands and agrees that the proceeds of any security interest;
(b) cause any shareholders’ meeting of such insurance policy shall be used by the Company not Lender to approve, without settle the prior written consent of Lender, the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Equity Interest, or allow the encumbrance thereon of any security Loan amount plus interest, except to Lender or Lender’s designated person;
(c) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the merger or consolidation with any person, or acquire or invest in any person;
(d) immediately notify Lender the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower’s Equity Interest;
(e) to the extent necessary to maintain his ownership of the Borrower’s Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions fees and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
(f) 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 the Company;
(g) appoint any person designated by Lender as director of the Company, at the request of Lender;
(h) to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of the Company to waive their right of first refusal with respect to the share transfer described in this Section;
(i) to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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;
(j) in the event that Lender purchases Borrower’s Equity Interest from Borrower in accordance with the provisions of the Option Agreement, use such purchase money obtained thereby to repay the Loan to Lendercharges; and
(k) strictly abide 7.21 execute all such documents, declarations, confirmations, agreements and/or undertakings which may be required by the provisions Lender for the purposes of the Loan, the Security or this Agreement; and
7.22 authorize the Lender to change or amend the terms and conditions of the Loan, including but not limited to changes in the Interest Rate, fees, tenor, installment amount etc., which maybe made by the Lender at its sole discretion at any time during the tenor of the Loan after giving the Borrower an advance notice in that regard and the Borrower irrevocably agrees and accepts that any such changes or amendments will be considered as an integral part of this Agreement, the Equity Pledge Agreement and binding on the Option Agreement, perform his obligations Borrower; and
7.23 adequately service the account on which the repayment cheques referred to under this Agreement, Schedule (B) are drawn with sufficient balance to honour the Equity Pledge Agreement and repayment of the Option Agreement, and refrain from any action/omission that may affect monthly Loan installments as per the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Option Agreementfrequency detailed under Schedule (A).
Appears in 1 contract
Samples: Business Finance Loan Agreement
Borrower’s Covenants. 4.1 As a major shareholder Until all Obligations and liabilities of Borrower to Lender under this Agreement, the Revolving Note and the other Loan Documents have been paid and performed in full, Borrower shall keep and perform the following covenants, and does hereby covenant, agree and promise to Lender as follows:
(a) Borrower shall, at all times during the term of the CompanyRevolving Credit Facility and at all times that any Loans hereunder are outstanding, do the following:
(i) Maintain adequate general public liability and other insurance on the Collateral securing the Revolving Note (other than the patents and other intellectual property) in an amount equal to fair market value of such Collateral, and Borrower will upon request of Lender, deliver to Lender copies of the foregoing policies.
(ii) Use any and all amounts loaned under this Agreement in accordance with a budget or other spending plan that is unanimously approved by Borrower’s Board of Directors.
(iii) Promptly furnish to Lender such information concerning the operations, business, affairs, and financial condition of the Borrower as Lender may reasonably request from time to time.
(iv) At all times (a) maintain complete and accurate books and records, and (b) permit Lender to examine and inspect all properties, books, operations and records of Borrower at any reasonable time and from time to time wherever such properties, books, and records are located.
(v) Promptly inform Lender of the occurrence of any Default or Event of Default hereunder.
(vi) Remain a corporation existing and governed by the laws of the State of Colarado, and will not (A) dissolve or merge or consolidate with, or into, any Person, or (B) change its name, identity or structure or organizational number from that specified in the Questionnaire (or, if no such number is specified, adopt any such number), unless, in any case, (1) Lender shall have had not less than ten (10) Business Days prior notice thereof, and (2) thereafter the Security Interest continues to comply with the requirements of this Agreement.
(b) Borrower shall cause the authorization of (i) enough authorized shares of Common Stock to issue any of the shares of Common Stock underlying the Shares into which the Loans may be converted pursuant to Section 8 hereof, and (ii) enough authorized Shares to satisfy its obligations to convert the Loans to Shares at such time as Lender may elect such conversion in accordance with Section 8 hereof, by no later than June 30, 2009.
(c) If Lender proposes to sell the Shares or the Common Stock into which the Shares are convertible in compliance with Rule 144 promulgated by the Securities Exchange Commission (the “SEC”), then, upon Lender's written request to Borrower, Borrower covenants shall furnish to Lender, within ten (10) days after receipt of such request, a written statement confirming Borrower's compliance with the filing requirements of the SEC as set forth in such rule or any successor rule, as it may be amended from time to time.
(d) Borrower shall, and shall cause its Subsidiary to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, provided, however, that no such Taxes or claim need be paid if they are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as adequate reserves or other appropriate provisions, as shall be required in conformity with GAAP shall have been made therefor.
(e) Borrower shall not authorize or cause the Subsidiary to issue, and shall not accept, any capital stock, any rights or options to acquire any capital stock, other securities or Equity Interests, each in addition to or in substitution for the Share Pledge Collateral, if such issuance would result in Borrower’s not having 100% direct ownership of all Equity Interests in the Subsidiary, and, in the event that Borrower shall at any time receive any additional Pledged Shares or, in respect of the Pledged Shares, any shares, options, warrants, rights or other similar property, including, without limitation, any certificate representing any distribution in connection with any recapitalization, reclassification or increase or reduction of capital, or issued in connection with any reorganization of the Subsidiary (whether as an addition to, in substitution of, or in exchange for, such Pledged Shares or otherwise), Borrower shall (i) receive and hold the same in trust for Lender, as additional Share Pledge Collateral, (ii) not commingle the same with any of Borrower’s property, and (iii) deliver to Lender any and all certificates or instruments evidencing the same, on or before the close of business on the fifth (5th) day following the receipt thereof by Borrower, in the identical form received, with any necessary endorsements or with appropriate stock or bond powers duly executed in blank, to be held by Lender, subject to the terms of this Agreement, as additional Share Pledge Collateral.
(f) Borrower shall not authorize or cause the Subsidiary to pay any Distributions (of whatever form or nature) in respect of the Share Pledge Collateral, and, in the event that Borrower shall at any time receive any Distribution, Borrower shall (i) receive and hold all Distributions in trust for Lender, (ii) not commingle any Distribution with any of its other funds or property, and (iii) deliver to Lender, on or before the close of business on the fifth (5th) day following the receipt thereof by Borrower, in the identical form received, all Distributions in the identical form received, with any necessary endorsements or with appropriate stock or bond powers duly executed in blank, with all such Distributions being held as collateral security hereunder.
(g) Without the prior written consent of Lender and except in the ordinary course of business, Borrower shall not at any time during the term of this AgreementAgreement sell (including any sale and leaseback), Borrower shall cause mortgage, pledge or otherwise encumber or dispose of any of the Company:
(a) without Collateral securing the prior written consent of Lender, not to supplement, changeRevolving Note, or amend its Articles of Association in permit any manner, or new Liens to increase or decreases its registered capital or change its share capital structure in any manner;
(b) to maintain the existence of the Company pursuant to good financial and commercial standards and practices, and prudently and effectively operate the business and handle related issues
(c) without the prior written consent of Lender, not to sell, transfer, mortgage or otherwise dispose of, at any time after the date of this Agreement, the legal or beneficial interest in Borrower’s Equity Interest from any assets, business or revenues, or allow the encumbrances thereon of any security interest;
(d) without the prior written consent of Lender, not to incur, succeed to, undertake or allow the existence of any liabilities, except for those (i) incurred during normal or daily operations other than in the form of loan; and (ii) having been disclosed and obtained the written consent from Lender;
(e) to maintain all business under normal operations so as to maintain assets value;
(f) without the prior written consent of Lender, not to enter into any significant contract (for the purpose of this paragraph, a contract will be deemed as a significant contract if the contract value exceeds RMB 1 million), except those entered into during normal operations;
(g) without the prior written consent of Lender, not to provide any loan or credit to any other person;
(h) to provide Lender with all the information about the Company’s business operations and financial conditions at Lender’s request;
(i) to purchase from and maintain with insurance company acceptable to Lender the insurance with the same or similar premium and coverage as that generally maintained by the company with similar business and similar property or assets in the same region;
(j) without the prior written consent of Lender, not to merge or consolidate with any person, or acquire or invest in any person;
(k) to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Company’s assets, business or income;
(l) to the extent necessary to maintain his ownership of all his 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;
(m) without the prior written consent of Lender, not to distribute dividends to shareholders in any form; however, Borrower shall immediately distribute all distributable profit to shareholders at Lender’s request;
(n) at the request of Lender, to appoint any person designated by Lender as director of the Company;
(o) to strictly abide by the provisions of the Option Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreementplaced thereon.
4.2 Borrower covenants that during the term of this Agreement, he shall:
(a) except in accordance with the Equity Pledge Agreement, without the prior written consent of Lender, not to sell, transfer, mortgage or dispose in any other manner of the legal or beneficial interest in Borrower’s Equity Interest, or allow placing any other encumbrances thereon of any security interest;
(b) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
(c) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the merger or consolidation with any person, or acquire or invest in any person;
(d) immediately notify Lender the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower’s Equity Interest;
(e) to the extent necessary to maintain his ownership of the Borrower’s 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;
(f) 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 the Company;
(g) appoint any person designated by Lender as director of the Company, at the request of Lender;
(h) to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of the Company to waive their right of first refusal with respect to the share transfer described in this Section;
(i) to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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;
(j) in the event that Lender purchases Borrower’s Equity Interest from Borrower in accordance with the provisions of the Option Agreement, use such purchase money obtained thereby to repay the Loan to Lender; and
(k) strictly abide by the provisions of this Agreement, the Equity Pledge Agreement and the Option Agreement, perform his obligations under this Agreement, the Equity Pledge Agreement and the Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Option Agreement.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Advance Display Technologies Inc)
Borrower’s Covenants. 4.1 As a major shareholder The Borrower undertakes and covenants with the Lender that from and after the date hereof and for so long as any amount remains outstanding hereunder, it shall:
7.1 observe and perform all its obligations and undertakings under this Agreement; and
7.2 utilize the Loan for the purpose stated in Schedule (A); and
7.3 be bound by the Security given to the Lender as security for the Loan and not to sell, transfer, assign and/or dispose of in any way whatsoever the assets subject to the Security; and
7.4 not create or permit to subsist any Encumbrance over the assets of the CompanyBorrower subject to the Security, Borrower covenants other than Permitted Encumbrances; and
7.5 notify the Lender forthwith upon the occurrence of an Event of Default or any event which with the giving of notice or the lapse of time might constitute such an Event of Default; and
7.6 provide the Lender with a written notice upon the occurrence of any material adverse change in its business, assets, affairs, financial condition or stability; and
7.7 comply with all regulations and by-laws from time to time imposed by any competent authority or authorities in respect of the conduct of the Borrower’s business; and
7.8 not make, unless the Lender otherwise agrees, any substantial change to the general nature or scope of the Borrower’s business from that during the term of business as is contemplated by this Agreement; and
7.9 not, Borrower shall cause the Company:either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its assets; and
(a) 7.10 not without the prior written consent of the Lender, not to supplement, change, or amend its Articles of Association in any manner, or to increase or decreases its registered capital or change its share capital structure in ownership or legal status or take any manner;
(b) steps to maintain alter the existence liability of the Company pursuant Borrower to good the Lender; and
7.11 furnish the Lender with such other information, documents and records relating to the financial condition and commercial standards operations of the Borrower as the Lender may from time to time reasonably require; and
7.12 furnish the Lender with copies of the renewed source documents of the Borrower including but not limited to the trade license, chamber of commerce and practicesindustry certificate, passport, UAE ID, and prudently visa copies of the Borrower’s authorized signatories once renewed; and
7.13 permit the Lender or any of its employees or any person authorized by the Lender to enter the offices/premises of the Borrower at all reasonable hours to review the accounting books and effectively operate records of the business Borrower; and
7.14 duly pay and handle related issuesdischarge all Taxes, assessments and governmental charges for which the Borrower is liable on the due date for the payment thereof; and
(c) without 7.15 check all notifications of amounts owing to the prior written consent Lender received from the Lender. If within one week of Lender, not to sell, transfer, mortgage or otherwise dispose of, at any time after the date of this Agreementdispatch of any notice or statement from the Lender to the Borrower’s address (as it appears in the records of the Lender) no objection has been received from the Borrower, then any amount shown therein shall be considered correct and the fact that no communication has been received from the Borrower shall subject to any manifest error on the part of the Lender, be confirmation of the correctness of such amount and the Borrower may not thereafter raise any objection in respect of any such notice or statement. The Borrower acknowledges that the Lender has no duty to provide statements to the Borrower stating the outstanding balance of the Loan, and it is solely and entirely the responsibility of the Borrower to make such a request; and
7.16 under the applicable laws of the UAE, the legal claims of the Lender against the Borrower under this Agreement will be equal to or beneficial interest in preferential over the claims of the Borrower’s Equity Interest from unsecured creditors save those whose claims are preferred solely by any assetsbankruptcy, business or revenuesinsolvency, liquidation, or allow other similar laws of general application; and
7.17 pay all fees and expenses, including but not limited to legal fees, associated with this Agreement and do such further acts and execute and deliver such further documents, instruments and assurances as may be necessary or as the encumbrances thereon Lender may from time-to-time reasonably request for the assurance and the maintenance of the rights of the Lender hereunder including the Security; and
7.18 irrevocably cover the shortfall on any security interest;payment due hereunder from the Borrower’s other own sources in case of shortfall in the value of the assets subject to the Security; and
(d) without 7.19 route any ancillary business of the prior written consent of Borrower to the Lender or its associated companies as and when available; and
7.20 authorise the Lender, not to incur, succeed to, undertake or allow but without obliging the existence of any liabilities, except for those (i) incurred during normal or daily operations other than in the form of loan; and (ii) having been disclosed and obtained the written consent from Lender;
(e) to maintain all business under normal operations so as to maintain assets value;
(f) without the prior written consent of Lender, not to enter into any significant contract (for the purpose of this paragraph, a contract will be deemed as a significant contract if the contract value exceeds RMB 1 million), except those entered into during normal operations;
(g) without the prior written consent of Lender, not to provide any loan or credit to any other person;
(h) to provide Lender with all the information about the Company’s business operations and financial conditions at Lender’s request;
(i) to purchase from and maintain with insurance company acceptable to Lender the insurance with the same or similar premium and coverage as that generally maintained by the company with similar business and similar property or assets in the same region;
(j) without the prior written consent of Lender, not to merge or consolidate with any person, or acquire or invest in any person;
(k) to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Company’s assets, business or income;
(l) to the extent necessary to maintain his ownership of all his 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;
(m) without the prior written consent of Lender, not to distribute dividends to shareholders in any form; however, Borrower shall immediately distribute all distributable profit to shareholders at Lender’s request;
(n) at the request of Lender, to appoint any person designated arrange at the Borrower’s cost for insurance cover (by Lender as director means of an insurance policy) on the lives of the Company;
owner(s)/proprietor(s) or authorized signatory (okeyman) to strictly abide by the provisions of the Option Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreement.
4.2 Borrower covenants that during the term of this Agreement, he shall:
(a) except in accordance with the Equity Pledge Agreement, without Loan and for the prior written consent of Lender, not to sell, transfer, mortgage or dispose in any other manner amount of the legal or beneficial interest in Borrower’s Equity Interest, or allow placing any other encumbrances thereon Loan and declare the Lender as a beneficiary thereunder. The Borrower also understands and agrees that the proceeds of any security interest;
(b) cause any shareholders’ meeting of such insurance policy shall be used by the Company not Lender to approve, without settle the prior written consent of Lender, the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Equity Interest, or allow the encumbrance thereon of any security Loan amount plus interest, except to Lender or Lender’s designated person;
(c) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the merger or consolidation with any person, or acquire or invest in any person;
(d) immediately notify Lender the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower’s Equity Interest;
(e) to the extent necessary to maintain his ownership of the Borrower’s Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions fees and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims;
(f) 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 the Company;
(g) appoint any person designated by Lender as director of the Company, at the request of Lender;
(h) to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of the Company to waive their right of first refusal with respect to the share transfer described in this Section;
(i) to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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;
(j) in the event that Lender purchases Borrower’s Equity Interest from Borrower in accordance with the provisions of the Option Agreement, use such purchase money obtained thereby to repay the Loan to Lendercharges; and
(k) strictly abide 7.21 execute all such documents, declarations, confirmations, agreements and/or undertakings which may be required by the provisions Lender for the purposes of the Loan, the Security or this Agreement; and
7.22 authorize the Lender to change or amend the terms and conditions of the Loan, including but not limited to changes in the Interest Rate, fees, tenor, installment amount etc., which may be made by the Lender at its sole discretion at any time during the tenor of the Loan after giving the Borrower an advance notice in that regard and the Borrower irrevocably agrees and accepts that any such changes or amendments will be considered as an integral part of this Agreement, the Equity Pledge Agreement and binding on the Option Agreement, perform his obligations Borrower; and
7.23 adequately service the account on which the repayment cheques referred to under this Agreement, Schedule (B) are drawn with sufficient balance to honour the Equity Pledge Agreement and repayment of the Option Agreement, and refrain from any action/omission that may affect monthly Loan installments as per the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Option Agreementfrequency detailed under Schedule (A).
Appears in 1 contract
Samples: Business Finance Loan Agreement
Borrower’s Covenants. 4.1 As and when she becomes, and for so long as she remains a major shareholder of the Borrower Company, Borrower covenants that during the term of this Agreement, Borrower shall cause the Borrower Company:
(a) without 4.4.1 to strictly abide by the prior written consent provisions of Lenderthe Exclusive Option Agreement and the Exclusive Business Cooperation Agreement, not and to supplement, change, or amend its Articles refrain from any action/omission that may affect the effectiveness and enforceability of Association in any manner, or to increase or decreases its registered capital or change its share capital structure in any mannerthe Exclusive Option Agreement and the Exclusive Business Cooperation Agreement;
4.4.2 at the request of Lender (b) or a party designated by Lender), to maintain the existence of the Company pursuant to good financial and commercial standards and practicesexecute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and prudently and effectively operate the business and handle related issues
(c) without the prior written consent of Lender, not to sell, transfer, mortgage or otherwise dispose of, at any time after the date of this Agreement, the legal or beneficial interest in Borrower’s Equity Interest from any assets, business or revenues, or allow the encumbrances thereon of any security intereststrictly abide by such contracts/agreements;
(d) without the prior written consent of Lender, not to incur, succeed to, undertake or allow the existence of any liabilities, except for those (i) incurred during normal or daily operations other than in the form of loan; and (ii) having been disclosed and obtained the written consent from Lender;
(e) to maintain all business under normal operations so as to maintain assets value;
(f) without the prior written consent of Lender, not to enter into any significant contract (for the purpose of this paragraph, a contract will be deemed as a significant contract if the contract value exceeds RMB 1 million), except those entered into during normal operations;
(g) without the prior written consent of Lender, not to provide any loan or credit to any other person;
(h) 4.4.3 to provide Lender (or a party designated by Lender) with all of the information about the on Borrower Company’s business operations and financial conditions condition at Lender’s request;
(i) to purchase from and maintain with insurance company acceptable to Lender the insurance with the same or similar premium and coverage as that generally maintained by the company with similar business and similar property or assets in the same region;
(j) without the prior written consent of Lender, not to merge or consolidate with any person, or acquire or invest in any person;
(k) 4.4.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower Company’s assets, business or income;
(l) 4.4.5 at the request of Lender, to the extent necessary appoint any persons designated by Lender as directors of Borrower Company;
4.4.6 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;
4.4.7 to maintain his its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
4.4.8 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;
4.4.9 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;
4.4.10 to operate its businesses in the ordinary course and to maintain the value of its assets;
4.4.11 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);
4.4.12 without the prior written consent of Lender, not to provide any person with any loan, credit or security;
4.4.13 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;
4.4.14 without the prior written consent of Lender, not to merge, consolidate with, acquire, or invest in any party;
4.4.15 in order to maintain the ownership of all his 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;
(m) 4.4.16 without the prior written consent of Lender, not to distribute dividends to shareholders in any form; howevershareholders, Borrower shall immediately distribute all distributable profit to shareholders at 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, she shall:
4.4.1 endeavor to keep Borrower Company to engage in its current value-added telecommunication businesses;
(n) at the request of Lender, to appoint any person designated by Lender as director of the Company;
(o) to strictly 4.4.2 abide by the provisions of this Agreement, the Power of Attorney, the Share Pledge Agreement and the Exclusive Option Agreement, perform her obligations under this Agreement, the Power of Attorney, the Share Pledge Agreement and the Exclusive Option Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreement.
4.2 Borrower covenants that during the term of this Agreement, he shall:the Power of Attorney, the Share Pledge Agreement and the Exclusive Option Agreement;
(a) except in accordance with the Equity Pledge Agreement, without the prior written consent of Lender, 4.4.3 not to sell, transfer, mortgage or dispose of in any other manner of the legal or beneficial interest in Borrower’s Borrower Equity Interest, or allow placing any other encumbrances the encumbrance thereon of any security interestinterest or the encumbrance, except in accordance with the Share Pledge Agreement;
(b) 4.4.4 cause any shareholders’ meeting and/or board of the directors meeting of Borrower Company not to approve, without the prior written consent of Lender, approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
(c) 4.4.5 cause any shareholders’ meeting and/or board of directors of the Borrower Company not to approveapprove 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, the merger or consolidation with any person, or acquire or invest in any person;
(d) 4.4.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower’s Borrower Equity Interest;
(e) 4.4.7 to the extent necessary to maintain his her ownership of the Borrower’s 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;
(f) 4.4.8 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 the Borrower Company;
(g) 4.4.9 appoint any person designated by designee of Lender as director of the Borrower Company, at the request of Lender;
(h) 4.4.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Borrower Equity Interest to Lender or Lender’s designated representative(s) representative 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 Sectionsection;
(i) 4.4.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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;
(j) 4.4.12 in the event that Lender purchases Borrower’s Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase money price obtained thereby to repay the Loan to Lender; and
(k) strictly abide by 4.4.13 without the provisions prior written consent of this AgreementLender, the Equity Pledge Agreement and the Option Agreementnot to cause Borrower Company to supplement, perform his obligations under this Agreementchange, the Equity Pledge Agreement and the Option Agreementor amend its articles of association in any manner, and refrain from increase or decreases its registered capital or change its share capital structure in any action/omission that may affect the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Option Agreementmanner.
Appears in 1 contract
Samples: Loan Agreement (Trunkbow International Holdings LTD)
Borrower’s Covenants. 4.1 5.1 As a major shareholder of the Company, Borrower covenants that during the term of this Agreement, Borrower shall cause the Company:
(a) without the prior written consent of Lender, not to supplement, change, or amend its Articles of Association in any manner, or to increase or decreases decrease its registered capital or change its share capital structure in any manner;
(b) to maintain the existence of the Company pursuant to good financial and commercial standards and practices, and prudently and effectively operate the business and handle related issues;
(c) without the prior written consent of Lender, not to sell, transfer, mortgage or otherwise dispose of, at any time after the date of this Agreement, the legal or beneficial interest in Borrower’s Equity Interest from any assets, business or revenues, or allow the encumbrances thereon of any security interest;
(d) without the prior written consent of Lender, not to incur, succeed to, undertake or allow the existence of any liabilities, except for those (i) incurred during normal or daily operations other than in the form of loan; and (ii) having been disclosed to and obtained the written consent from Lender;
(e) to maintain all business under normal operations so as to maintain assets value;
(f) without the prior written consent of Lender, not to enter into any significant contract (for the purpose of this paragraph, a contract will be deemed as a significant contract if the contract value exceeds RMB 1 millionXXX 0 xxxxxxx Xxxx), except those entered into during normal operations;
(g) without the prior written consent of Lender, not to provide any loan or credit to any other person;
(h) to provide Lender with all the information about the Company’s business operations and financial conditions at Lender’s request;
(i) to purchase from and maintain with insurance company acceptable to Lender the insurance with the same or similar premium and coverage as that generally maintained by the company with similar business and similar property or assets in the same region;
(j) without the prior written consent of Lender, not to merge or consolidate with any person, or acquire or invest in any person;
(k) to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Company’s assets, business or income;
(l) to the extent necessary to maintain his ownership of all his 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;
(m) without the prior written consent of Lender, not to distribute dividends to shareholders in any form; however, Borrower shall immediately distribute all distributable profit to shareholders at Lender’s request;
(n) at the request of Lender, to appoint any person persons designated by Lender as director directors of the Company;
(o) to strictly abide by the provisions of the Option Agreement, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Option Agreement.
4.2 5.2 Borrower covenants that during the term of this Agreement, he shall:
(a) except in accordance with the Equity Pledge Agreement, without the prior written consent of Lender, not to sell, transfer, mortgage or dispose in any other manner of the legal or beneficial interest in Borrower’s Equity Interest, or allow placing any other encumbrances thereon of any security interestinterest ;
(b) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower’s Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person;
(c) cause any shareholders’ meeting of the Company not to approve, without the prior written consent of Lender, the merger or consolidation with any person, or acquire or invest in any person;
(d) immediately notify Lender the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower’s Equity Interest;
(e) to the extent necessary to maintain his ownership of the Borrower’s 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;
(f) 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 the Company;
(g) appoint any person designated by Lender as the director of the Company, at the request of Lender;
(h) to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower’s Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of the Company to waive their right of first refusal with respect to the share transfer described in this Section;
(i) to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of the 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;
(j) in the event that Lender purchases Borrower’s Equity Interest from Borrower in accordance with the provisions of the Option Agreement, use such purchase money obtained thereby to repay the Loan to Lender; and
(k) strictly abide by the provisions of this Agreement, the Equity Pledge Agreement and the Option Agreement, perform his obligations under this Agreement, the Equity Pledge Agreement and the Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Option Agreement.
Appears in 1 contract
Samples: Loan Agreement (ChinaEdu CORP)
