Common use of Compliance and Other Actions Prior to Closing Clause in Contracts

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and the other Transaction Documents, from the date hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, (a) conduct its business and affairs in the ordinary course of business consistent with past practice or its business expansion plans as disclosed in the Public Documents, (b) not take any action, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties in this Agreement untrue, or (y) any of the conditions for the benefit of the Purchaser set forth in Article VII not to be satisfied, in each case, at, or as of any time before, the Closing Date. Without limiting the generality of the foregoing, the Company agrees that, except as disclosed in the Public Documents, from the date hereof until the Closing Date, none of the Company or its Subsidiaries shall make (or otherwise enter into any Contract with respect to) (a) any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any Securities of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any of the Company’s wholly owned Subsidiaries); (c) any redemption, repurchase or other acquisition of any share capital of the Company or any of its Subsidiaries; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant to the transactions contemplated under this Agreement, the other Transaction Documents or the Company Share Plans; (e) make any alteration or amendment to the Memorandum and Articles; or (f) change the size or composition of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Purchase Price to (i) pay dividend in cash or in kind to, (ii) make distributions in any form to, (iii) repurchase or redeemed Securities from, or (iv) otherwise make payments to, any holder of Securities.

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and the other Transaction Documents, from (a) From the date hereof until the Closing DateClosing, the Company Puyi shall, and shall cause each of its Subsidiaries to, (a) the Puyi Group Companies to conduct its business and affairs in the ordinary course of business consistent with past practice or and shall use its commercially reasonable efforts to preserve substantially intact its business expansion plans as disclosed in organization, keep available the Public Documents, (b) not take any action, or omit to take any action, that would reasonably be expected to make (x) any services of its representations current officers, key employees, key consultants and warranties in this Agreement untruecontractors, or (y) and preserve its current material relationships and goodwill with Governmental Authorities, key customers and suppliers, and any of other persons with which the conditions for the benefit of the Purchaser set forth in Article VII not to be satisfied, in each case, at, or as of any time before, the Closing DatePuyi Group Companies have relations. Without limiting the generality limitation of the foregoing, the Company Xxxx agrees that, prior to the Closing, it shall not and it shall not permit any of the Puyi Group Companies to (i) issue any shares or other Equity Securities, effect any stock split or otherwise change the capitalization of any Puyi Group Company as existed on the date of this Agreement, (ii) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of the Puyi Group Companies, (iii) redeem, purchase or otherwise acquire any shares of the Puyi Group Companies, or make any commitment for any such action, (iv) make any amendment, alteration or change to the powers, designations, preferences, rights, privileges, qualifications, limitations or restrictions of any of the Equity Securities of a Puyi Group Company or (v) sell, transfer or otherwise dispose any material asset of a Puyi Group Company. (b) From the date hereof until the Closing, each of the Fanhua Parties shall exercise all of its rights and preferences as shareholders of Fanhua and cause the directors it designated to the board of directors of Fanhua to act in a manner consistent with the past practice to cause each of the Fanhua Group Companies to conduct its business and affairs in the ordinary course of business and use its commercially reasonable efforts to preserve substantially intact its business organization, keep available the services of its current officers, key employees, key consultants and contractors, and preserve its current material relationships and goodwill with Governmental Authorities, key customers and suppliers, and any other persons with which the Fanhua Group Companies have relations, it being understood that the Fanhua Parties and the directors they designated to the board of directors of Fanhua do not manage the day-to-day operations of the Fanhua Group Companies. Each of the Fanhua Parties agrees that, prior to the Closing, it shall not permit any of the Fanhua Group Companies to (i) issue any shares or other Equity Securities, effect any stock split or otherwise change the capitalization of any Fanhua Group Company as existed on the date of this Agreement, (ii) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of the Fanhua Group Companies, (iii) redeem, purchase or otherwise acquire any shares of the Fanhua Group Companies, or make any commitment for any such action, except as disclosed in the Public DocumentsFanhua SEC Reports, from the date hereof until the Closing Date(iv) made any amendment, none of the Company alteration or its Subsidiaries shall make (or otherwise enter into any Contract with respect to) (a) any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any Securities of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company powers, designations, preferences, rights, privileges, qualifications, limitations or to restrictions of any of the Company’s wholly owned Subsidiaries); (c) any redemption, repurchase or other acquisition Equity Securities of any share capital of the a Fanhua Group Company or (v) sell, transfer or otherwise dispose any material asset of its Subsidiaries; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant to the transactions contemplated under this Agreement, the other Transaction Documents or the Company Share Plans; (e) make any alteration or amendment to the Memorandum and Articles; or (f) change the size or composition of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Purchase Price to (i) pay dividend in cash or in kind to, (ii) make distributions in any form to, (iii) repurchase or redeemed Securities from, or (iv) otherwise make payments to, any holder of Securitiesa Fanhua Group Company.

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and the other Transaction Documents, from the date hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, (a) conduct its business and affairs in the ordinary course of business consistent with past practice or its business expansion plans as disclosed in the Public Documents, (b) not take any action, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties in this Agreement untrue, or (y) any of the conditions for the benefit of the Purchaser Purchasers set forth in Article VII not to be satisfied, in each case, at, or as of any time before, the Closing Date. Without limiting the generality of the foregoing, the Company agrees that, except as disclosed in the Public Documents, from the date hereof until the Closing Date, none of the Company or its Subsidiaries shall make (or otherwise enter into any Contract contract with respect to) (a) any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any Securities of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any of the Company’s wholly owned Subsidiaries); (c) any redemption, repurchase or other acquisition of any share capital of the Company or any of its SubsidiariesSubsidiaries other than repurchase or redemption of Securities at cost pursuant to the Company Share Plan and the award agreements thereunder; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant to the transactions contemplated under this Agreement, the other Transaction Documents or the Company Share PlansPlan; or (e) make any material alteration or amendment to the Memorandum and Articles; , or (f) change the size or composition of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Purchase Price to (i) pay dividend in cash or in kind to, (ii) make distributions in any form to, (iii) repurchase or redeemed Securities from, or (iv) otherwise make payments to, any holder of Securities.

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and the other Transaction Documents, from the date hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, (a) conduct its business and affairs in the ordinary course of business consistent with past practice or its business expansion plans as disclosed in the Public Documents, (b) not take any action, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties in this Agreement untrue, or (y) any of the conditions for the benefit of the Purchaser Purchasers set forth in Article VII not to be satisfied, in each case, at, or as of any time before, the Closing Date. Without limiting the generality of the foregoing, the Company agrees that, except as disclosed in the Public Documents, from the date hereof until the Closing Date, none of the Company or its Subsidiaries shall make (or otherwise enter into any Contract contract with respect to) (a) any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any Securities of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any of the Company’s wholly owned Subsidiaries); (c) any redemption, repurchase or other acquisition of any share capital of the Company or any of its SubsidiariesSubsidiaries other than repurchase or redemption of Securities at cost pursuant to the Company Share Plan and the award agreements thereunder; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant to the transactions contemplated under this Agreement, the other Transaction Documents or the Company Share PlansPlan; (e) make any material alteration or amendment to the Memorandum and Articles; , or (f) change the size or composition of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Purchase Price to (i) pay dividend in cash or in kind to, (ii) make distributions in any form to, (iii) repurchase or redeemed Securities from, ; or (ivf) otherwise make payments to, any holder of Securitiesalter the Company’s ADS : Class A Ordinary Share ratio.

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and the other Transaction Documents, from (a) From the date hereof until the Closing Dateor the early termination of this Agreement, except as set forth in Section 8.1(a) of the Disclosure Schedule, each Group Company shall, and the Warrantors shall cause each of its Subsidiaries Group Company to, (a) conduct its business and affairs in the ordinary course of business consistent with past practice or and use its commercially reasonable efforts to preserve substantially intact its present business expansion plans as disclosed in organization, keep available the Public Documentsservices of its current officers, (b) not employees, consultants and contractors, and preserve its current material relationships and goodwill with Governmental Authorities, customers and suppliers, licensors, licensees, distributors and any other persons with which the Group Companies have relations. None of the Group Companies shall take any actionaction that would, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties to, result in this Agreement untrue, or (y) any of the conditions for to the benefit of the Purchaser Closing set forth in Article VII IX not to be being satisfied, in each case, at, or as of any time before, the Closing Date. Without In addition (and without limiting the generality of the foregoing, the Company agrees that), except as disclosed contemplated under this Agreement or the other Transaction Documents or expressly consented to by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned) or as set forth in Section 8.1(a) of the Public DocumentsDisclosure Schedule, from no Group Company shall and the date hereof until the Closing DateWarrantors shall not permit any Group Company to: (i) make any amendment or supplement to, none or terminate, any Charter Document of a Group Company, except amendment or supplement to, or terminate, to Charter Document of the Company in connection with (a) issuance of Series CB Preferred Shares as set forth in Recitals (A), and (b) sales of 20% issued and outstanding shares of Avant Logistic Service Pte. Ltd., Ezbuy (Thailand) Company Limited, and PT. EZBUY HOLDING INDONESIA to Yew Tee Global Investment Pte. Ltd. at a nominal prices respectively; (ii) authorize for issuance, issue, sell, pledge, dispose of, transfer, deliver or its Subsidiaries shall make agree or commit to issue, sell, pledge, dispose of, transfer or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock or other Equity Securities, effect any stock split or otherwise change the capitalization of any Group Company as existed on the date of this Agreement, except (a) issuance of Series CB Preferred Shares as set forth in Recitals (A) and (b) sales of 20% issued and outstanding shares of Avant Logistic Service Pte. Ltd., Ezbuy (Thailand) Company Limited, and PT. EZBUY HOLDING INDONESIA to Yew Tee Global Investment Pte. Ltd. at nominal prices respectively; (iii) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of the capital stock of the Group Companies; (iv) redeem, purchase or otherwise acquire any shares of the capital stock of the Group Companies, or make any commitment for any such action; (v) place any Group Company into liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization, redomiciliation or other reorganization; (vi) make any amendment, alteration or change to the powers, designations, preferences, rights, privileges, qualifications, limitations or restrictions of any of the Equity Securities of a Group Company; (vii) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Group Company; (viii) except to the extent required by any Benefit Plan in effect as of the date of this Agreement or as required by applicable Law, (i) increase in any manner the compensation or benefits payable or to become payable to any current or former directors, officers, employees or other individual service providers of any Group Company (other than (A) increases in base salaries or wages of employees who are not officers or executives made, in the ordinary course of business and consistent with past practice, and (B) the payment of annual bonuses for services provided during Company’s fiscal year ended [*] in a manner that is consistent with Company’s past practice), (ii) grant any new rights to change in control, severance, termination or retention payments or benefits to any current or former directors, officers, employees or other individual service providers of any Group Company, (iii) take any action to accelerate any payment or benefit, the vesting or lapse of restrictions with respect to any equity or equity-based award, or the funding of any payment or benefit provided pursuant to any Benefit Plan, (iv) grant any equity or equity-based awards to any director, officer, employee or other individual service provider of any Group Company, (v) establish, adopt, amend or terminate any Benefit Plan or any plan, program, policy, practice, Contract or arrangement that would be a Benefit Plan if it were in effect on the date of this Agreement (other than to replace or amend any Benefit Plan if the cost of providing benefits thereunder is not increased), or (vi) enter into or amend any employment, severance, change in control, retention, consulting or similar arrangements with any director, officer, employee or other individual service provider of any Group Company; provided that any Group Company may enter into or amend employment and consulting arrangements with employees (other than officers or executives) and individual consultants in connection with promotions and new hires or engagements, in each case, in the ordinary course of business and consistent with past practice, or (vii) terminate, other than for cause, the employment or engagement of any employee or individual consultant; (ix) unless required by applicable Law, (i) modify, extend, or enter into any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization, works council or employee representative, or (ii) recognize or certify any labor union, labor organization, works council, or group of employees of any Group Company as the bargaining representative for any employees of any Group Company; (x) acquire, sell, lease, transfer or otherwise dispose of any asset material to the Group Companies, taken as a whole; (xi) (i) dispose of, license, transfer or grant to any Person any rights to Company IP other than to end users or customers of the Company Products pursuant to the Standard Terms; (ii) abandon, permit to lapse or otherwise dispose of any Company IP; (iii) make any material change in the ownership or right to register any Company IP; or (iv) enter into any Contract with respect to or otherwise binding upon any Company IP other than, in the case of clauses (i) to (iv), in the ordinary course of business consistent with past licensing practice; (xii) except pursuant to a Contract existing on the date of this Agreement (i) incur, modify, renew or assume any Indebtedness or issue any debt securities in excess of $100,000 in the aggregate, except for borrowings under existing lines of credit in the ordinary and usual course of business consistent with past practice; (ii) prepay any debt, borrowings or obligations in excess of $100,000 in the aggregate prior to their stated maturity; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary and usual course of business consistent with past practice and in amounts not material to the Group Companies, taken as a whole, except for guarantees of obligations of wholly owned Subsidiaries of Company; (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than to wholly owned Subsidiaries of Company and for advances for travel and other expenses to officers, directors and employees made in the ordinary course of business consistent with past practice); (v) charge, pledge, mortgage or otherwise encumber shares of capital stock of any Group Company; or (avi) any material change in any method of accounting charge, mortgage or accounting practice by the Company or pledge any of its Subsidiaries; material assets, tangible or intangible, or create or suffer to exist any Lien thereupon other than Permitted Liens; (bxiii) revalue in any material respect any of its assets, including, without limitation, writing down the value of inventory or writing-off notes or accounts receivable other than in the ordinary course of business consistent with past practice or as required by GAAP; (i) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any declarationcorporation, setting aside or payment of any dividend partnership or other distribution with respect business organization or division thereof or any equity interest therein, if such acquisition would be material to the Group Companies, taken as a whole or (ii) authorize any Securities new capital expenditures, other than capital expenditures contemplated by Company’s current plan approved by the board of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary prior to the Company date hereof that was made available to Purchaser; (xv) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice; (xvi) waive the benefits of, reduce the restriction periods or agree to modify in a manner adverse to any of the Company’s wholly owned Subsidiaries); Group Company any non-competition, confidentiality, standstill or similar agreement to which any Group Company is a party; (cxvii) settle or compromise any redemptionpending or threatened suit, repurchase action or other acquisition of any share capital of the Company or any of its Subsidiaries; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant claim relating to the transactions contemplated under this Agreement, hereby (other than responding to takedown notices or other notices or accusations of potential infringement in a manner consistent with past practice in the other Transaction Documents or the Company Share Plans; (e) make any alteration or amendment to the Memorandum and Articles; or (f) change the size or composition ordinary course of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Purchase Price to business); (i) pay dividend cancel, materially modify, terminate or grant a waiver of any rights under any Material Contract in cash or in kind toa manner adverse to any Group Company, (ii) make distributions enter into a new Contract that contains, unless required by applicable Law, a change of control provision in favor of the other party or parties thereto or would otherwise require a payment to or give rise to any form to, rights to such other party or parties in connection with the transactions contemplated hereby or (iii) repurchase waive, release, cancel, convey or redeemed Securities fromotherwise assign any material rights or claims in a manner adverse to any Group Company; or (xix) make, change or revoke any material Tax election, enter into any closing agreement or settle or compromise any audit, claim, assessment or dispute for Taxes in an amount higher than US$100,000, change (or request to any Tax authority to change) any accounting period or method of accounting of any Group Company for Tax purposes, consent to any extension or waiver of the limitations period applicable to any claim or assessment for material Taxes, fail to pay any material Taxes as they become due and payable, file a material amended Tax Return, or surrender a right to claim a refund of, offset to or other reduction in material Taxes; or (ivxx) take, propose to take, or agree in writing or otherwise make payments toto take, any holder of Securitiesthe actions described in Section 8.1(a)(i) through Section 8.1(a)(xix).

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and Agreement, the other Transaction DocumentsDocuments and the Private Placements, from the date hereof until the applicable Closing Date, the Company shall, and shall cause each of its Subsidiaries to, (a) conduct its business and affairs in the ordinary course of business consistent with past practice or its business expansion plans as disclosed in the Public Documents, (b) not take any action, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties in this Agreement untrue, or (y) any of the conditions for the benefit of the Purchaser set forth in Article VII not to be satisfied, in each case, at, or as of any time before, the applicable Closing Date. Without limiting the generality of the foregoing, the Company agrees that, except as disclosed in the Public Documents, from the date hereof until the applicable Closing Date, none of the Company or its Subsidiaries shall make (or otherwise enter into any Contract with respect to) (a) any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any Securities of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any of the Company’s wholly owned Subsidiaries); (c) any redemption, repurchase or other acquisition of any share capital of the Company or any of its Subsidiaries; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant to the transactions contemplated under this Agreement, the other Transaction Documents Private Placements or the Company Share Plans; or (e) make any alteration or amendment to the Memorandum and Articles; , or (f) change the size or composition of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Aggregate Purchase Price to (i) pay dividend in cash or in kind to, (ii) make distributions in any form to, (iii) repurchase or redeemed Securities from, or (iv) otherwise make payments to, any holder of Securities.

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and the other Transaction Documents, from the date hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, (a) conduct its business and affairs in the ordinary course of business consistent with past practice or its business expansion plans as disclosed in the Public Documents, (b) not take any action, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties in this Agreement untrue, or (y) any of the conditions for the benefit of the Purchaser set forth in Article VII not to be satisfied, in each case, at, or as of any time before, the Closing Date. Without limiting the generality of the foregoing, the Company agrees that, except as disclosed in the Public Documents, from the date hereof until the Closing Date, none of the Company or its Subsidiaries shall make (or otherwise enter into any Contract with respect to) (a) any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any Securities of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any of the Company’s wholly owned Subsidiaries); (c) any redemption, repurchase or other acquisition of any share capital of the Company or any of its Subsidiaries; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant to the transactions contemplated under this Agreement, the other Transaction Documents or the Company Share Plans; (e) make any alteration or amendment to the Memorandum and Articles; or (f) change the size or composition of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Aggregate Purchase Price to (i) pay dividend in cash or in kind to, (ii) make distributions in any form to, (iii) repurchase or redeemed Securities from, or (iv) otherwise make payments to, any holder of Securities.

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and the other Transaction Documents, from (a) From the date hereof until the Closing DateClosing, the Company Ctrip shall, and shall cause each of its Subsidiaries to, (a) the Ctrip Group Companies to conduct its business and affairs in the ordinary course of business consistent with past practice or and shall use its commercially reasonable efforts to preserve substantially intact its business expansion plans as disclosed in organization, keep available the Public Documents, (b) not take any action, or omit to take any action, that would reasonably be expected to make (x) any services of its representations current officers, key employees, key consultants and warranties in this Agreement untruecontractors, or (y) and preserve its current material relationships and goodwill with Governmental Authorities, key customers and suppliers, and any of other persons with which the conditions for the benefit of the Purchaser set forth in Article VII not to be satisfied, in each case, at, or as of any time before, the Closing DateCtrip Group Companies have relations. Without limiting the generality limitation of the foregoing, the Company Ctrip agrees that, except prior to the Closing, it shall not and it shall not permit any of the Ctrip Group Companies to (i) issue any shares of capital stock or other Equity Securities, effect any stock split or otherwise change the capitalization of any Ctrip Group Company as disclosed in existed on the Public Documentsdate of this Agreement, from (ii) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of the capital stock of the Ctrip Group Companies, (iii) redeem, purchase or otherwise acquire any shares of the capital stock of the Ctrip Group Companies, or make any commitment for any such action, (iv) made any amendment, alteration or change to the powers, designations, preferences, rights, privileges, qualifications, limitations or restrictions of any of the Equity Securities of a Ctrip Group Company or (v) sell, transfer or otherwise dispose any material asset of a Ctrip Group Company. (b) From the date hereof until the Closing DateClosing, none each of the Company Baidu Parties shall exercise all of its rights and preferences as a controlling shareholder of Qunar and cause the directors it designated to the board of directors of Qunar to act in a manner consistent with the past practice to cause each of the Qunar Group Companies to conduct its business and affairs in the ordinary course of business and use its commercially reasonable efforts to preserve substantially intact its business organization, keep available the services of its current officers, key employees, key consultants and contractors, and preserve its current material relationships and goodwill with Governmental Authorities, key customers and suppliers, and any other persons with which the Qunar Group Companies have relations, it being understood that the Baidu Parties and the directors they designated to the board of directors of Qunar do not manage the day-to-day operations of the Qunar Group Companies. Each Baidu Party agrees that, prior to the Closing, it shall not permit any of the Qunar Group Companies to (i) issue any shares of capital stock or its Subsidiaries shall make (other Equity Securities, effect any stock split or otherwise enter into change the capitalization of any Contract with respect toQunar Group Company as existed on the date of this Agreement, (ii) (a) any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (b) any declarationdeclare, setting set aside or payment of pay any dividend or make any other distribution or payment with respect to any Securities shares of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any capital stock of the Company’s wholly owned Subsidiaries); (c) any redemption, repurchase or other acquisition of any share capital of the Company or any of its Subsidiaries; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant to the transactions contemplated under this Agreement, the other Transaction Documents or the Company Share Plans; (e) make any alteration or amendment to the Memorandum and Articles; or (f) change the size or composition of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Purchase Price to (i) pay dividend in cash or in kind to, (ii) make distributions in any form toQunar Group Companies, (iii) repurchase redeem, purchase or redeemed Securities fromotherwise acquire any shares of the capital stock of the Qunar Group Companies, or make any commitment for any such action, (iv) made any amendment, alteration or change to the powers, designations, preferences, rights, privileges, qualifications, limitations or restrictions of any of the Equity Securities of a Qunar Group Company or (v) sell, transfer or otherwise make payments to, dispose any holder material asset of Securitiesa Qunar Group Company.

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and the other Transaction Documents, from (a) From the date hereof until the Closing Dateor the early termination of this Agreement, the Company Group Companies shall, and Shareholders shall cause each of its Subsidiaries Group Companies to, (a) conduct its business and affairs in the ordinary course of business consistent with past practice or and preserve substantially intact its present business expansion plans as disclosed in organization, keep available the Public Documentsservices of its current officers, (b) not employees, consultants and contractors, and preserve its current material relationships and goodwill with Governmental Authorities, customers and suppliers, licensors, licensees, distributors and any other Persons with which Group Companies have relations. None of the Warrantors shall take any actionaction that would, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties to, result in this Agreement untrue, or (y) any of the conditions for to the benefit of the Purchaser Closing set forth in Article VII IX not to be being satisfied, in each case, at, or as of any time before, the Closing Date. Without In addition (and without limiting the generality of the foregoing, the Company agrees that), except as disclosed contemplated under this Agreement, the Restructuring Plan or the other Transaction Documents or expressly consented to by Purchaser Parties, Group Companies shall not, and Shareholders shall not cause Group Companies to: (i) make any amendment or supplement to, or terminate, any Charter Document of a Group Company; (ii) authorize for issuance, issue, sell, pledge, dispose of, transfer, deliver or agree or commit to issue, sell, pledge, dispose of, transfer or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any share capital or other Equity Securities, effect any share split or otherwise change the capitalization of any Group Company as existed on the date of this Agreement; (iii) declare, set aside or pay any dividend or make any other distribution or payment with respect to any share capital of Group Companies; (iv) redeem, purchase or otherwise acquire any share capital of Group Companies, or make any commitment for any such action; (v) place any Group Company into liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization, redomiciliation or other reorganization (other than the Closing); (vi) make any amendment, alteration or change to the powers, designations, preferences, rights, privileges, qualifications, limitations or restrictions of any of the Equity Securities of a Group Company; (vii) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Group Company; (viii) except to the extent required by any Benefit Plan in effect as of the date of this Agreement or as required by applicable Law, (i) increase in any manner the compensation or benefits payable or to become payable to any current or former directors, officers, employees or other individual service providers of any Group Company, (ii) grant any new rights to change in control, severance, termination or retention payments or benefits to any current or former directors, officers, employees or other individual service providers of any Group Company, (iii) take any action to accelerate any payment or benefit, the vesting or lapse of restrictions with respect to any equity or equity-based award, or the funding of any payment or benefit provided pursuant to any Benefit Plan, (iv) grant any equity or equity-based awards to any director, officer, employee or other individual service provider of any Group Company, (v) establish, adopt, amend or terminate any Benefit Plan or any plan, program, policy, practice, Contract or arrangement that would be a Benefit Plan if it were in effect on the date of this Agreement (other than to replace or amend any Benefit Plan if the cost of providing benefits thereunder is not increased), or (vi) enter into or amend any employment, severance, change in control, retention, consulting or similar arrangements with any director, officer, employee or other individual service provider of any Group Company, or (vii) terminate the employment or engagement of any employee or individual consultant except for regular turnover in the Public Documentsordinary and usual course of business consistent with past practice; (ix) unless required by applicable Law, from (i) modify, extend, or enter into any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization, works council or employee representative, or (ii) recognize or certify any labor union, labor organization, works council, or group of employees of any Group Company as the date hereof until the Closing Datebargaining representative for any employees of any Group Company; (x) acquire, none sell, lease, transfer or otherwise dispose of any asset material to each Group Company; (xi) (i) dispose of, license, transfer or grant to any Person any rights to FreeChain IP other than to end users or customers of the Company or its Subsidiaries shall make Products; (ii) abandon, permit to lapse or otherwise dispose of any FreeChain IP; (iii) make any change in the ownership or right to register any FreeChain IP; or (iv) enter into any Contract with respect to or otherwise binding upon any FreeChain IP other than, in the case of clauses (i) to (iv), in the ordinary course of business consistent with past non-exclusive licensing practice; (xii) The Warrantors shall procure the relevant Person not to dispose, transfer or license the Intellectual Property to be transferred to Group Companies pursuant to the Restructuring Plan to any third party, or use such Intellectual Property for any business operation or redevelopment without the written consent of Purchaser Parties. (xiii) [***]; (xiv) except pursuant to a Contract existing on the date of this Agreement (i) incur, modify, renew or assume any Indebtedness or issue any debt securities, except for borrowings under existing lines of credit in the ordinary and usual course of business consistent with past practice; (ii) prepay any debt, borrowings or obligations prior to their stated maturity; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary and usual course of business consistent with past practice and in amounts not material to any Group Company; (iv) make any loans, advances or capital contributions to, or investments in, any other Person; (v) charge, pledge, mortgage or otherwise encumber share capital of Group Companies; or (avi) any material change in any method of accounting charge, mortgage or accounting practice by the Company or pledge any of its Subsidiaries; material assets, tangible or intangible, or create or suffer to exist any Lien thereupon other than Permitted Liens; (bxv) any declaration, setting aside or payment of any dividend or other distribution with respect to any Securities of the Company or revalue any of its Subsidiaries assets, including, without limitation, writing down the value of inventory or writing-off notes or accounts receivable other than in the ordinary course of business consistent with past practice or as required by IFRS; (except for dividends xvi) (i) acquire (by merger, consolidation, or acquisition of shares or assets or otherwise) any corporation, partnership or other distributions by business organization or division thereof or any Subsidiary equity interest therein, or (ii) authorize any new capital expenditures; (xvii) pay, discharge or satisfy any of claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice; (xviii) waive the benefits of, reduce the restriction periods or agree to the Company or modify in a manner adverse to any of the Company’s wholly owned Subsidiaries); Group Company any non-competition, confidentiality, standstill or similar agreement to which any Group Company is a party; (cxix) settle or compromise any redemptionpending or threatened suit, repurchase action or other acquisition of any share capital of the Company or any of its Subsidiaries; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant claim relating to the transactions contemplated under this Agreement, hereby (other than responding to takedown notices or other notices or accusations of potential infringement in a manner consistent with past practice in the other Transaction Documents or the Company Share Plans; (e) make any alteration or amendment to the Memorandum and Articles; or (f) change the size or composition ordinary course of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Purchase Price to business); (i) pay dividend cancel, materially modify, terminate or grant a waiver of any rights under any Material Contract in cash or in kind toa manner adverse to any Group Company, (ii) make distributions enter into a new Contract that contains, unless required by applicable Law, a change of control provision in favor of the other party or parties thereto or would otherwise require a payment to or give rise to any form torights to such other party or parties in connection with the transactions contemplated hereby, or (iii) repurchase waive, release, cancel, convey or redeemed Securities fromotherwise assign any material rights or claims in a manner adverse to any Group Company; (xxi) make, change or revoke any material Tax election, enter into any closing agreement or settle or compromise any audit, claim, assessment or dispute for Taxes, change (or request to any Tax authority to change) any accounting period or method of accounting of Group Companies for Tax purposes, consent to any extension or waiver of the limitations period applicable to any claim or assessment for material Taxes, fail to pay any material Taxes as they become due and payable, file a material amended Tax Return, or surrender a right to claim a refund of, offset to or other reduction in material Taxes; or (ivxxii) take, propose to take, or agree in writing or otherwise make payments toto take, any holder of Securitiesthe actions described in Section 8.1(a)(i) through Section 8.1(a)(xxi).

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and Agreement, the other Transaction DocumentsDocuments and the Private Placements, from the date hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, (a) conduct its business and affairs in the ordinary course of business consistent with past practice or its business expansion plans as disclosed in the Public Documents, (b) not take any action, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties in this Agreement untrue, or (y) any of the conditions for the benefit of the Purchaser set forth in Article VII not to be satisfied, in each case, at, or as of any time before, the Closing Date. Without limiting the generality of the foregoing, the Company agrees that, except as disclosed in the Public Documents, from the date hereof until the Closing Date, none of the Company or its Subsidiaries shall make (or otherwise enter into any Contract with respect to) (a) any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any Securities of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any of the Company’s wholly owned Subsidiaries); (c) any redemption, repurchase or other acquisition of any share capital of the Company or any of its Subsidiaries; (d) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security other than pursuant to the transactions contemplated under this Agreement, the other Transaction Documents Private Placements or the Company Share Plans; or (e) make any alteration or amendment to the Memorandum and Articles; , or (f) change the size or composition of the Board or any committee thereof, in each case, except with the prior consent of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Aggregate Purchase Price to (i) pay dividend in cash or in kind to, (ii) make distributions in any form to, (iii) repurchase or redeemed redeem Securities from, or (iv) otherwise make payments to, any holder of Securities.

Compliance and Other Actions Prior to Closing. Except for the transactions contemplated under this Agreement and the other Transaction Documents, from (a) From the date hereof until the Closing DateClosing, the Company shall, and shall cause each of its Subsidiaries to, (a) comply with all Applicable Laws imposed by all relevant Governmental Authorities in respect of the operation of its and their business as currently conducted and contemplated to be conducted, including without limitation, maintenance and compliance of all Permits required in connection with such businesses and shall use commercially reasonable efforts to ensure that its employees and agents to comply with all Permits. From the date hereof until the Closing, the Company shall, and shall cause each of its Subsidiaries to, conduct its business and affairs in the ordinary course of business consistent with past practice or and shall use its commercially reasonable efforts to preserve substantially intact its business expansion plans as disclosed in organization, keep available the Public Documentsservices of its current officers, key employees, and key consultants and contractors and preserve its current relationships and goodwill with Governmental Authorities, key customers and suppliers, and any other persons with which the Company and its Subsidiaries have relations. (b) not take any action, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties in this Agreement untrue, or (y) any of the conditions for the benefit of the Purchaser set forth in Article VII not to be satisfied, in each case, at, or as of any time before, the Closing Date. Without limiting the generality of Section 5.02(a), except as (i) otherwise expressly contemplated by this Agreement or any other Transaction Document, or (ii) Buyer may approve in advance in writing, between the foregoingdate hereof and the earlier of (a) the Closing and (b) the date that is fourteen (14) days following the date hereof, the Company agrees thatshall not, and shall cause its Subsidiaries not to, do any of the following: (1) incur material indebtedness for borrowed money or any guarantee of such indebtedness for another Person or create or allow to exist any Lien of any nature securing obligations on any of material property, undertaking, assets or rights of the Company and its Subsidiaries; (2) make any investment or any capital expenditure or incur any commitment in an aggregate amount exceeding US$3,000,000; (3) acquire, sell, transfer, license or otherwise dispose in any form any asset, including any Intellectual Property owned by the Company and any of its Subsidiaries, for consideration or with a fair market value exceeding US$3,000,000 in the aggregate, other than the sales of products and services to customers or non-material purchases of supplies and equipment in the ordinary course of business consistent with past practice; (4) settle or compromise any Proceedings, other than settlements or compromises of any Proceeding that provide solely for a release of the Company and its Affiliates, and monetary relief where the amount paid by the Company and/or any of its Affiliates in settlement or compromise does not exceed US$1,000,000 individually or US$3,000,000 in the aggregate; or (5) take or propose to take, or agree in writing or otherwise to take, any of the actions set forth above. (c) Without limiting the generality of Section 5.02(a), except as disclosed (i) otherwise expressly contemplated by this Agreement or any other Transaction Document, or (ii) Buyer may approve in the Public Documentsadvance in writing, from between the date hereof until and the earlier of (a) the Closing DateDate and (b) the date this Agreement is terminated, none the Company shall not, and shall cause its Subsidiaries not to, do any of the following: (1) appoint any receiver, trustee, administrator or other similar Person or commence any bankruptcy or insolvency-related proceeding in relation to the affairs of the Company or its Subsidiaries shall make (or otherwise enter into any Contract with respect to) (a) any material change in any method of accounting or accounting practice by the Company property or any of its Subsidiaries; part thereof; (b2) any declarationdeclare, setting set aside or payment of pay any dividend or other distribution with respect to any Securities share capital of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any of the Company’s wholly owned Subsidiaries); (c3) any redemptionredeem, repurchase or other acquisition of acquire any share capital of the Company or any of its Subsidiaries, other than pursuant to the Company’; (4) change the accounting firm responsible for the audit of the Company or any of its Subsidiaries, or make any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (5) adopt any resolution to approve petition or similar proceeding or order in relation to a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; (6) approve transactions exceeding US$1,000,000 involving the interest of any Related Party, or waive or make adjustments or modifications that have an effect of exceeding US$1,000,000 to the terms of any transactions involving the interests of any Related Party; or (d7) cease to conduct or carry on business in substantially the form as now conducted, approve the development of any new line of business or materially change any part of its business activities (provided that neither this paragraph nor anything in this Section 5.03(c) shall preclude the Company from taking any actions detailed in Section 5.02(b) following the date on which such provision no longer restricts the Company). (8) issue or sell any Securities or debt securities, warrants or other rights to acquire any Security debt security of the Company or any of its Subsidiaries other than (i) to employees and other eligible recipients in the ordinary course of business pursuant to the transactions contemplated Company Share Plan; and (ii) pursuant to the exercise or vesting of any outstanding options, warrants or other rights to acquire or receive Shares or American depositary shares issued under this Agreement, the other Transaction Documents or the Company Share Plans; Plan; (e9) make or revoke any material Tax election, any settlement or compromise of any material Tax liability, or change (or request to any Taxing Authority to change) in any material aspect of the method of accounting of the Company or any of its Subsidiaries for Tax purposes; (10) make any alteration or amendment to the Memorandum and Articles; Company’s constitutional documents or (f) the constitutional documents of any of the Company’s Subsidiaries, or change the size or composition of the Board its board of directors or any committee thereof; (11) enter into any reorganization, consolidation, merger, joint venture or partnership, or acquire, sell, transfer or dispose any equity securities of any Person, except, (12) take or propose to take, or agree in each casewriting or otherwise to take, except with the prior consent any of the Purchaser. The Company does not currently intend to use any portion of the proceeds from the Purchased Shares Purchase Price to (i) pay dividend in cash or in kind to, (ii) make distributions in any form to, (iii) repurchase or redeemed Securities from, or (iv) otherwise make payments to, any holder of Securitiesactions set forth above.