Common use of COVENANTS BY THE COMPANY Clause in Contracts

COVENANTS BY THE COMPANY. 7.1 The Company hereby covenants that: 7.1.1 it shall use its best efforts to provide assistance in satisfying the requirements to obtain any third parties’ consent, permit, waiver, authorization or any governmental approval, permit, waiver, or to complete the procedures of any registration or filing (if required by laws) with any governmental authority for the execution and performance of this Agreement and the grant of the Share Transfer Option and Asset Purchase Option under this Agreement. 7.1.2 without prior written consent of the WFOE, it shall not provide assistance to or permit the Existing Shareholders to transfer or otherwise dispose of, or create any security interest or other third party right over, any Option Shares. 7.1.3 without prior written consent of the WFOE, it shall not transfer or otherwise dispose of any material assets of the Company (other than in the ordinary course of business), or create any security interest or other third party right over any Company Assets. 7.1.4 it shall not conduct or permit the conduct of any act or action that may have material adverse effect on the interests of the WFOE under this Agreement, including without limitation any act or action which is subject to the restrictions under Article 6.1. 7.2 Upon service of the Exercise Notice by the WFOE: 7.2.1 it shall immediately procure a shareholders’ meeting to be held by the Existing Shareholders and the passing of resolutions at such meeting and take all other necessary actions to approve the transfer of all the Transferred Assets from the Company to the WFOE and/or its designated entity or individual at the Transfer Price; 7.2.2 it shall immediately execute an asset transfer agreement with the WFOE and/or its designated entity or individual to transfer all the Transferred Assets to the WFOE and/or its designated entity or individual at the Transfer Price, and procure the necessary assistance from its shareholders to be provided to the WFOE (including the provision and execution of all ancillary legal documents, completion of the procedures for all governmental approvals and registrations, and fulfilment of all relevant obligations) as requested by the WFOE and in compliance with the laws and regulations, so that all the Transferred Assets will be acquired by the WFOE and/or its designated entity or individual free from any encumbrances, or any security interest, third party restriction or any other limitations on the Company Assets. 7.3 In the event that the Company is dissolved or liquidated as required by PRC Laws, to the extent that permitted by PRC Laws, the Company shall transfer all its assets to the WFOE or other eligible person designated by it at the lowest price permitted by the PRC Laws. The Company shall waive the payment obligation of the WFOE or its designated eligible person arising therefrom to the extent permitted by the PRC Laws then in effect; Alternatively, any proceeds from such transaction shall, to the extent permitted by the PRC Laws then in effect, be paid to the WFOE or its designated eligible person as part of the service fees under the exclusive consultation and service agreement.

COVENANTS BY THE COMPANY. 7.1 The Company hereby covenants that: 7.1.1 it shall use will try its best efforts to provide assistance in satisfying the requirements to obtain obtaining any third parties’ party consent, permit, waiver, authorization or any governmental government approval, permit, waiver, or to complete the procedures of completing any registration or filing procedures (if required by lawslegally required) with any governmental government authority for in connection with the execution and performance of this Agreement and the grant of the Share Transfer Option and Asset Purchase Option under this Agreementhereunder. 7.1.2 without prior written consent of the WFOE, it shall will not provide assistance to assist or permit the Existing Shareholders to transfer or otherwise dispose of, of any Option Shares or create any security interest or other third party right over, on any Option Shares. 7.1.3 without prior written consent of the WFOE, it shall will not transfer or otherwise dispose of any material assets of the Company (Assets, other than in the ordinary course of business), or create any security interest or other third party right over on any Company Assets. 7.1.4 it shall will not conduct or permit the conduct of any act or action that may have material adverse effect on the interests of entitled by the WFOE under this Agreementhereunder, including without limitation any act or action which is subject to the restrictions under Article provided in Section 6.1. 7.2 Upon service of once the WFOE serves the Exercise Notice by the WFOENotice: 7.2.1 it the Company shall immediately procure cause the Existing Shareholders to hold a shareholders’ meeting to be held by the Existing Shareholders and the passing of meeting, adopt resolutions at such meeting and take all other necessary actions to approve the transfer by the Company of all of the Transferred Assets from the Company to the WFOE and/or its WFOE’s designated entity or individual person at the Transfer Price; 7.2.2 it the Company shall immediately execute an asset transfer agreement with the WFOE and/or its WFOE’s designated entity or individual person to transfer all of the Transferred Assets to the WFOE and/or its WFOE’s designated entity or individual person at the Transfer Price, and procure cause the necessary assistance from its shareholders to be provided provide necessary support to the WFOE (including the provision providing and execution of executing all ancillary relevant legal documents, completion of the performing all government approval and registration procedures for all governmental approvals and registrations, and fulfilment of assuming all relevant obligations) as requested required by the WFOE and in compliance with the laws and regulations, so that to enable the WFOE and/or WFOE’s designated entity or person to acquire all of the Transferred Assets will be acquired by the WFOE and/or its designated entity or individual free from of any encumbranceslegal defects, or any security interest, third party restriction or any other limitations restriction on the Company Assets. 7.3 In the event that the Company is dissolved or liquidated as required by PRC Laws, to the extent that permitted by PRC Laws, the Company shall transfer all its assets to the WFOE or other eligible person designated by it at the lowest price permitted by the PRC Laws. The Company shall waive the payment obligation of the WFOE or its designated eligible person arising therefrom to the extent permitted by the PRC Laws then in effect; Alternatively, any proceeds from such transaction shall, to the extent permitted by the PRC Laws then in effect, be paid to the WFOE or its designated eligible person as part of the service fees under the exclusive consultation and service agreement.

COVENANTS BY THE COMPANY. 7.1 The Company hereby covenants that: 7.1.1 it shall use its best efforts to provide assistance in satisfying the requirements to obtain any third parties’ consent, permit, waiver, authorization or any governmental approval, permit, waiver, or to complete the procedures of any registration or filing (if required by laws) with any governmental authority for the execution and performance of this Agreement and the grant of the Share Transfer Option and Asset Purchase Option under this Agreement. 7.1.2 without prior written consent of the WFOE, it shall not provide assistance to or permit the Existing Shareholders to transfer or otherwise dispose of, or create any security interest or other third party right over, any Option Shares. 7.1.3 without prior written consent of the WFOE, it shall not transfer or otherwise dispose of any material assets of the Company (other than in the ordinary course of business), or create any security interest or other third party right over any Company Assets. 7.1.4 it shall not conduct or permit the conduct of any act or action that may have material adverse effect on the interests of the WFOE under this Agreement, including without limitation any act or action which is subject to the restrictions under Article 6.1. 7.2 Upon service of the Exercise Notice by the WFOE: 7.2.1 it shall immediately procure a shareholders’ meeting to be held by the Existing Shareholders and the passing of resolutions at such meeting and take all other necessary actions to approve the transfer of all the Transferred Assets from the Company to the WFOE and/or its designated entity or individual Nominee at the Transfer Price; 7.2.2 it shall immediately execute an asset transfer agreement with the WFOE and/or its designated entity or individual Nominee to transfer all the Transferred Assets to the WFOE and/or its designated entity or individual Nominee at the Transfer Price, and procure the necessary assistance from its shareholders to be provided to the WFOE (including the provision and execution of all ancillary legal documents, completion of the procedures for all governmental approvals and registrations, and fulfilment fulfillment of all relevant obligations) as requested by the WFOE and in compliance with the laws and regulations, so that all the Transferred Assets will be acquired by the WFOE and/or its designated entity or individual Nominee free from any encumbrances, or any security interest, third party restriction or any other limitations on the Company Assets. 7.3 In the event that the Company is dissolved or liquidated as required by PRC Laws, to the extent that permitted by PRC Laws, the Company shall transfer all its assets to the WFOE or other eligible person designated by it its Nominee at the lowest price permitted by the PRC Laws. The Company shall waive the payment obligation of the WFOE or its designated eligible person Nominee arising therefrom to the extent permitted by the PRC Laws then in effect; Alternatively, any proceeds from such transaction shall, to the extent permitted by the PRC Laws then in effect, be paid to the WFOE or its designated eligible person Nominee as part of the service fees under the exclusive consultation Exclusive Consultation and service agreementService Agreement.