Common use of Covenants by Shareholders Clause in Contracts

Covenants by Shareholders. The Shareholders hereby jointly and severally covenant as follows: 2.2.1 The Shareholders shall cause the shareholders’ meeting or the board of directors of Party C to vote their approval of the transfer of the Optioned Assets as set forth in this Agreement and to take any and all other actions that may be requested by Party A. 2.2.2 Without Prior written consent by Party A, Party B shall not put forward, or vote in favour of, any shareholder resolution to, or otherwise request the OPCO to, issue any dividends or other distributions with respect to its equity interest in the OPCO; provided, however, in the event that Party B receives any profit, distribution or dividend from the OPCO, Party B shall, as permitted under the laws of PRC, immediately pay or transfer such profit, distribution or dividend to Party A or to any party designated by Party A as service fees under the Exclusive Business Cooperation Agreement payable by the OPCO to Party A unless Party A otherwise decides. 2.2.3 The Shareholders shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among the Shareholders, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. 2.2.4 The Shareholders shall cause the Direct Shareholders or the board of directors of Party C to vote against any resolution intending to proceed with any matter requiring Party A’s prior written consent according to this Agreement without such written consent being obtained from Party A.