Common use of Covenants of Existing Shareholders Clause in Contracts

Covenants of Existing Shareholders. The Existing Shareholders hereby severally covenant as follows: 6.1 During the term of this Agreement, the Existing Shareholders shall take all necessary measures to ensure that Shanghai Huaqianshu is able to obtain in a timely manner all Business Licenses required to carry out its business operations and maintain all the Business Licenses in effect at any time. 6.2 During the term of this Agreement, without the prior written consent of Beijing Miyuan: 6.2.1 any of the Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Interests or create any encumbrances or other third party rights thereon; 6.2.2 any of the Existing Shareholders shall not increase or reduce Shanghai Huaqianshu’s Registered Capital; 6.2.3 any of the Existing Shareholders shall not dispose of or cause the management of Shanghai Huaqianshu to dispose of any of Shanghai Huaqianshu’s Assets (except for those during the ordinary business operation); 6.2.4 any of the Existing Shareholders shall not terminate or cause the management of Shanghai Huaqianshu to terminate any of the Material Agreements executed by Shanghai Huaqianshu, or to enter into any other agreements in conflict with the existing Material Agreements; 6.2.5 any of the Existing Shareholders shall not appoint or replace any directors, supervisors, or any other management personnel of Shanghai Huaqianshu which may be appointed and removed by the Existing Shareholders; 6.2.6 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu to declare any distribution of or actually distribute any distributable profits, dividends or dividend on shares; 6.2.7 any of the Existing Shareholders shall ensure Shanghai Huaqianshu being duly existing and not terminated, liquidated or dissolved; 6.2.8 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu to amend its articles of association; 6.2.9 any of the Existing Shareholders shall ensure Shanghai Huaqianshu not to lend or borrow any loan or provide guarantee or security of any kind, or to undertake any other material obligations beyond its ordinary business operations; and 6.2.10 any of the Existing Shareholders shall ensure Shanghai Huaqianshu not to merge with any third party, acquire the assets or equity interests of any third party, or otherwise invest in any third party. The Parties agree that, if the combined percentage of shareholdings of Shanghai Huaqianshu of the Existing Shareholders falls under 50% (excluding 50%) due to the purchase of all the equity interests in Shanghai Huaqianshu held by the Existing Shareholders by Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan, the part of covenanted contents under this Article which are beyond the reasonable control of the Existing Shareholders shall no longer apply to the

Covenants of Existing Shareholders. The Existing Shareholders hereby severally covenant as follows: 6.1 During the term of this Agreement, the Existing Shareholders shall take all necessary measures to ensure that Shanghai Huaqianshu Xxxxx Xxxxx is able to obtain in a timely manner all Business Licenses required to carry out its business operations and maintain all the Business Licenses in effect at any time. 6.2 During the term of this Agreement, without the prior written consent of Beijing Miyuan: 6.2.1 any of the Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Interests or create any encumbrances or other third party rights thereon; 6.2.2 any of the Existing Shareholders shall not increase or reduce Shanghai Huaqianshu’s Xxxxx Xxxxx’x Registered Capital; 6.2.3 any of the Existing Shareholders shall not dispose of or cause the management of Shanghai Huaqianshu Xxxxx Xxxxx to dispose of any of Shanghai Huaqianshu’s Xxxxx Xxxxx’x Assets (except for those during the ordinary business operation); 6.2.4 any of the Existing Shareholders shall not terminate or cause the management of Shanghai Huaqianshu Xxxxx Xxxxx to terminate any of the Material Agreements executed by Shanghai HuaqianshuXxxxx Xxxxx, or to enter into any other agreements in conflict with the existing Material Agreements; 6.2.5 any of the Existing Shareholders shall not appoint or replace any directors, supervisors, or any other management personnel of Shanghai Huaqianshu Xxxxx Xxxxx which may be appointed and removed by the Existing Shareholders; 6.2.6 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu Xxxxx Xxxxx to declare any distribution of or actually distribute any distributable profits, dividends or dividend on shares; 6.2.7 any of the Existing Shareholders shall ensure Shanghai Huaqianshu Xxxxx Xxxxx being duly existing and not terminated, liquidated or dissolved; 6.2.8 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu Xxxxx Xxxxx to amend its articles of association; 6.2.9 any of the Existing Shareholders shall ensure Shanghai Huaqianshu Xxxxx Xxxxx not to lend or borrow any loan or provide guarantee or security of any kind, or to undertake any other material obligations beyond its ordinary business operations; and 6.2.10 any of the Existing Shareholders shall ensure Shanghai Huaqianshu Xxxxx Xxxxx not to merge with any third party, acquire the assets or equity interests of any third party, or otherwise invest in any third party. The Parties agree that, if the combined percentage of shareholdings of Shanghai Huaqianshu Xxxxx Xxxxx of the Existing Shareholders falls under 50% (excluding 50%) due to the purchase of all the equity interests in Shanghai Huaqianshu Xxxxx Xxxxx held by the Existing Shareholders by Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan, the part of covenanted contents under this Article which are beyond the reasonable control of the Existing Shareholders shall no longer apply to thethe Existing Shareholders. 6.3 During the term of this Agreement, the Existing Shareholders shall use their best endeavors to develop Xxxxx Xxxxx’x business and ensure the legitimate operations of Xxxxx Xxxxx in compliance with laws and regulations. The Existing Shareholders shall guarantee that they will not do any act or omit to do any act which may damage Xxxxx Xxxxx’x Assets, business reputation or affect the validity of Xxxxx Xxxxx’x Business Licenses.

Covenants of Existing Shareholders. The Existing Shareholders hereby severally covenant as follows: 6.1 During the term of this Agreement, the Existing Shareholders shall take all necessary measures to ensure that Shanghai Huaqianshu Century Xxxxx is able to obtain in a timely manner all Business Licenses required to carry out its business operations and maintain all the Business Licenses in effect at any time. 6.2 During the term of this Agreement, without the prior written consent of Beijing Miyuan: 6.2.1 any of the Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Interests or create any encumbrances or other third party rights thereon; 6.2.2 any of the Existing Shareholders shall not increase or reduce Shanghai Huaqianshu’s Century Xxxxx’x Registered CapitalCapital or change the existing equity structure of Century Xxxxx set forth in Exhibit I in any ways; 6.2.3 any of the Existing Shareholders shall not dispose of or cause the management of Shanghai Huaqianshu Century Xxxxx to dispose of any of Shanghai Huaqianshu’s Century Xxxxx’x Assets (except for those during the ordinary business operation); 6.2.4 any of the Existing Shareholders shall not terminate or cause the management of Shanghai Huaqianshu Century Xxxxx to terminate any of the Material Agreements executed by Shanghai HuaqianshuCentury Xxxxx, or to enter into any other agreements in conflict with the existing Material Agreements; 6.2.5 any of the Existing Shareholders shall not appoint or replace any directors, supervisors, or any other management personnel of Shanghai Huaqianshu Century Xxxxx which may be appointed and removed by the Existing Shareholders; 6.2.6 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu Century Xxxxx to declare any distribution of or actually distribute any distributable profits, dividends or dividend on shares; 6.2.7 any of the Existing Shareholders shall ensure Shanghai Huaqianshu Century Xxxxx being duly existing and not terminated, liquidated or dissolved; 6.2.8 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu Century Xxxxx to amend its articles of association; 6.2.9 any of the Existing Shareholders shall ensure Shanghai Huaqianshu Century Xxxxx not to lend or borrow any loan or provide guarantee or security of any kind, or to undertake any other material obligations beyond its ordinary business operations; and 6.2.10 any of the Existing Shareholders shall ensure Shanghai Huaqianshu Century Xxxxx not to merge with any third party, acquire the assets or equity interests of any third party, or otherwise invest in any third party. The Parties agree that, if the combined percentage of shareholdings of Shanghai Huaqianshu Century Xxxxx of the Existing Shareholders falls under [50% %] (excluding [50%]) due to the purchase of all the equity interests in Shanghai Huaqianshu Century Xxxxx held by the Existing Shareholders by Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan, the part of covenanted contents under this Article which are beyond the reasonable control of the Existing Shareholders shall no longer apply to thethe Existing Shareholders. 6.3 During the term of this Agreement, the Existing Shareholders shall use their best endeavors to develop Century Xxxxx’x business and ensure the legitimate operations of Century Xxxxx in compliance with laws and regulations. The Existing Shareholders shall guarantee that they will not do any act or omit to do any act which may damage Century Xxxxx’x Assets, business reputation or affect the validity of Century Xxxxx’x Business Licenses.

Covenants of Existing Shareholders. The Existing Shareholders hereby severally covenant as follows: 6.1 During the term of this Agreement, the Existing Shareholders shall take all necessary measures to ensure that Shanghai Huaqianshu Beijing Aizhenxin is able to obtain in a timely manner all Business Licenses required to carry out its business operations and maintain all the Business Licenses in effect at any time. 6.2 During the term of this Agreement, without the prior written consent of Beijing Miyuan: 6.2.1 any of the Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Interests or create any encumbrances or other third party rights thereon; 6.2.2 any of the Existing Shareholders shall not increase or reduce Shanghai HuaqianshuBeijing Aizhenxin’s Registered CapitalCapital or alter the current shareholding structure of Beijing Aizhenxin as set forth in Exhibit I hereto in any manner; 6.2.3 any of the Existing Shareholders shall not dispose of or cause the management of Shanghai Huaqianshu Beijing Aizhenxin to dispose of any of Shanghai HuaqianshuBeijing Aizhenxin’s Assets (except for those during the ordinary business operation); 6.2.4 any of the Existing Shareholders shall not terminate or cause the management of Shanghai Huaqianshu Beijing Aizhenxin to terminate any of the Material Agreements executed by Shanghai HuaqianshuBeijing Aizhenxin, or to enter into any other agreements in conflict with the existing Material Agreements; 6.2.5 any of the Existing Shareholders shall not appoint or replace any directors, supervisors, or any other management personnel of Shanghai Huaqianshu Beijing Aizhenxin which may shall be appointed and removed by the Existing Shareholders; 6.2.6 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu Beijing Aizhenxin to declare any distribution of or actually distribute any distributable profits, dividends or dividend on shares; 6.2.7 any of the Existing Shareholders shall ensure Shanghai Huaqianshu Beijing Aizhenxin being duly existing and not terminated, liquidated or dissolved; 6.2.8 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu Beijing Aizhenxin to amend its articles of association; 6.2.9 any of the Existing Shareholders shall ensure Shanghai Huaqianshu Beijing Aizhenxin not to lend or borrow any loan or provide guarantee or security of any kind, or to undertake any other material obligations beyond its ordinary business operations; and 6.2.10 any of the Existing Shareholders shall ensure Shanghai Huaqianshu Beijing Aizhenxin not to merge with any third party, acquire the assets or equity interests of any third party, or otherwise invest in any third party. The Parties agree that, if the combined percentage of shareholdings of Shanghai Huaqianshu Beijing Aizhenxin of the Existing Shareholders falls under 50% (excluding 50%) due to the purchase of all or part of the equity interests in Shanghai Huaqianshu Beijing Aizhenxin held by the Existing Shareholders by Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan, the part of covenanted contents under this Article which are beyond the reasonable control of the Existing Shareholders shall no longer apply to thethe Existing Shareholders. 6.3 During the term of this Agreement, the Existing Shareholders shall use their best endeavors to develop Beijing Aizhenxin’s business and ensure the legitimate operations of Beijing Aizhenxin in compliance with laws and regulations. The Existing Shareholders shall guarantee that they will not do any act or omit to do any act which may damage Beijing Aizhenxin’s Assets, business reputation or affect the validity of Beijing Aizhenxin’s Business Licenses.

Covenants of Existing Shareholders. The Existing Shareholders hereby severally covenant as follows: 6.1 During the term of this Agreement, the Existing Shareholders shall take all necessary measures to ensure that Shanghai Beijing Huaqianshu is able to obtain in a timely manner all Business Licenses required to carry out its business operations and maintain all the Business Licenses in effect at any time. 6.2 During the term of this Agreement, without the prior written consent of Beijing Miyuan: 6.2.1 any of the Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Interests or create any encumbrances or other third party rights thereon; 6.2.2 any of the Existing Shareholders shall not increase or reduce Shanghai Beijing Huaqianshu’s Registered Capital; 6.2.3 any of the Existing Shareholders shall not dispose of or cause the management of Shanghai Beijing Huaqianshu to dispose of any of Shanghai Beijing Huaqianshu’s Assets (except for those during the ordinary business operation); 6.2.4 any of the Existing Shareholders shall not terminate or cause the management of Shanghai Beijing Huaqianshu to terminate any of the Material Agreements executed by Shanghai Beijing Huaqianshu, or to enter into any other agreements in conflict with the existing Material Agreements; 6.2.5 any of the Existing Shareholders shall not appoint or replace any directors, supervisors, or any other management personnel of Shanghai Beijing Huaqianshu which may be appointed and removed by the Existing Shareholders; 6.2.6 any of the Existing Shareholders shall not cause or approve Shanghai Beijing Huaqianshu to declare any distribution of or actually distribute any distributable profits, dividends or dividend on shares; 6.2.7 any of the Existing Shareholders shall ensure Shanghai Beijing Huaqianshu being duly existing and not terminated, liquidated or dissolved; 6.2.8 any of the Existing Shareholders shall not cause or approve Shanghai Beijing Huaqianshu to amend its articles of association; 6.2.9 any of the Existing Shareholders shall ensure Shanghai Beijing Huaqianshu not to lend or borrow any loan or provide guarantee or security of any kind, or to undertake any other material obligations beyond its ordinary business operations; and 6.2.10 any of the Existing Shareholders shall ensure Shanghai Beijing Huaqianshu not to merge with any third party, acquire the assets or equity interests of any third party, or otherwise invest in any third party. The Parties agree that, if the combined percentage of shareholdings of Shanghai Beijing Huaqianshu of the Existing Shareholders falls under [50% %] (excluding [50%]) due to the purchase of all the equity interests in Shanghai Beijing Huaqianshu held by the Existing Shareholders by Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan, the part of covenanted contents under this Article which are beyond the reasonable control of the Existing Shareholders shall no longer apply to thethe Existing Shareholders. 6.3 During the term of this Agreement, the Existing Shareholders shall use their best endeavors to develop Beijing Huaqianshu’s business and ensure the legitimate operations of Beijing Huaqianshu in compliance with laws and regulations. The Existing Shareholders shall guarantee that they will not do any act or omit to do any act which may damage Beijing Huaqianshu’s Assets, business reputation or affect the validity of Beijing Huaqianshu’s Business Licenses.

Covenants of Existing Shareholders. The Existing Shareholders hereby severally covenant as follows: 6.1 During the term of this Agreement, the Existing Shareholders shall take all necessary measures to ensure that Shanghai Huaqianshu is able to obtain in a timely manner all Business Licenses required to carry out its business operations and maintain all the Business Licenses in effect at any time. 6.2 During the term of this Agreement, without the prior written consent of Beijing Shanghai Miyuan: 6.2.1 any of the Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Interests or create any encumbrances or other third party rights thereon; 6.2.2 any of the Existing Shareholders shall not increase or reduce Shanghai Huaqianshu’s Registered CapitalCapital nor alter Shanghai Huaqianshu’s existing shareholding structure as set forth in Exhibit I in any manner; 6.2.3 any of the Existing Shareholders shall not dispose of or cause the management of Shanghai Huaqianshu to dispose of any of Shanghai Huaqianshu’s Assets (except for those during the ordinary business operation); 6.2.4 any of the Existing Shareholders shall not terminate or cause the management of Shanghai Huaqianshu to terminate any of the Material Agreements executed by Shanghai Huaqianshu, or to enter into any other agreements in conflict with the existing Material Agreements; 6.2.5 any of the Existing Shareholders shall not appoint or replace any directors, supervisors, or any other management personnel of Shanghai Huaqianshu which may be appointed and removed by the Existing Shareholders; 6.2.6 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu to declare any distribution of or actually distribute any distributable profits, dividends or dividend on shares; 6.2.7 any of the Existing Shareholders shall ensure Shanghai Huaqianshu being duly existing and not terminated, liquidated or dissolved; 6.2.8 any of the Existing Shareholders shall not cause or approve Shanghai Huaqianshu to amend its articles of association; 6.2.9 any of the Existing Shareholders shall ensure Shanghai Huaqianshu not to lend or borrow any loan or provide guarantee or security of any kind, or to undertake any other material obligations beyond its ordinary business operations; and 6.2.10 any of the Existing Shareholders shall ensure Shanghai Huaqianshu not to merge with any third party, acquire the assets or equity interests of any third party, or otherwise invest in any third party. The Parties agree that, if the combined percentage of shareholdings of Shanghai Huaqianshu of the Existing Shareholders falls under 50% (excluding 50%) due to the purchase of all the equity interests in Shanghai Huaqianshu held by the Existing Shareholders by Beijing Shanghai Miyuan and/or other entity or individual designated by Beijing Shanghai Miyuan, the part of covenanted contents under this Article which are beyond the reasonable control of the Existing Shareholders shall no longer apply to thethe Existing Shareholders. 6.3 During the term of this Agreement, the Existing Shareholders shall use their best endeavors to develop Shanghai Huaqianshu’s business and ensure the legitimate operations of Shanghai Huaqianshu in compliance with laws and regulations. The Existing Shareholders shall guarantee that they will not do any act or omit to do any act which may damage Shanghai Huaqianshu’s Assets, business reputation or affect the validity of Shanghai Huaqianshu’s Business Licenses.