Common use of Covenants by Shareholders Clause in Contracts

Covenants by Shareholders. The Shareholders hereby jointly and severally covenant as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in the OPCO held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with the Share Pledge Agreement; 2.2.2 Without Prior written consent by Party A, Party B shall not put forward, or vote in favor 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 Party B shall cause the shareholders’ meeting and/or the board of directors of the OPCO not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in the OPCO held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with the Share Pledge Agreement; 2.2.4 Party B shall cause the shareholders’ meeting or the board of directors of the OPCO not to approve the OPCO’s merger or consolidation with any person, or the acquisition of or investment in any person, or other matters that require the prior written consent of Party A under this Agreement, without the prior written consent of Party A; 2.2.5 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in the OPCO held by Party B; 2.2.6 Party B shall cause the shareholders’ meeting or the board of directors of the OPCO to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.7 To maintain Party B’s ownership in the OPCO, Party B shall 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; 2.2.8 Party B shall appoint any designee of Party A as director of the OPCO, at the request of Party A; 2.2.9 At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in the OPCO to Party A or its Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the share transfer by any of the other existing shareholders of the OPCO (if any); 2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, the OPCO and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests under this Agreement, the Share Pledge Agreement or the Voting Proxy Agreement among the same parties hereto, Party B shall not exercise such rights except in accordance with the written instructions of Party A; and 2.2.11 Party B shall pledge to Party A all of its equity interests in Party C and execute the relevant share pledge agreements.