Covenants of Party A. Unless the provisions set forth below under “Private Placement Procedures” shall be applicable, Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return to securities lenders to close out open Share loans created by Party A or an affiliate of Party A in the course of Party A’s or such affiliate’s hedging activities related to Party A’s exposure under this Confirmation.
Covenants of Party A. Party A shall use any Settlement Shares delivered by Party B to Party A to return to securities lenders to close out borrowings created by Party A (or an affiliate of Party A) in connection with its hedging activities related to exposure under the Transaction.
Covenants of Party A. (i) Unless the provisions set forth below under “Private Placement Procedures” shall be applicable, Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return to securities lenders to close out open Share loans created by Party A or an affiliate of Party A in the course of Party A’s or such affiliate’s hedging activities related to Party A’s exposure under this Confirmation.
(ii) In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement of the Transaction, Party A shall use good faith efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act, as if such provisions were applicable to such purchases aggregated with any analogous purchases occurring on the same day under any Additional Transaction.
Covenants of Party A. 3.1 Party A shall complete the Modification Registration and shall undertake to obtain or cause the Target Company to obtain such approval or consent of and registration with the appropriate competent authorities as may be required to complete the Modification Registration, including without limitations the AIC, the Administration of Land and Resource, the Administration for Safe Production, the Administration for Safe Production of Coal, the tax authorities, the Administration of Technology Supervision and the Administration of Foreign Exchange.
3.2 From the Effective Date through the completion of the Modification Registration, Party A shall cause the Target Company to complete all necessary annual inspections.
3.3 From the Effective Date, if a third-party claim is made against Party B and/or the Target Company arising from any act or failure to act of Party A or the Target Company prior to the Effective Date, Party A shall indemnify Party B and the Target Company from such claim, and shall be liable to Party B and the Target Company for any and all damages and losses suffered by them arising from or relating to such claim.
Covenants of Party A. Party A covenants to Party B as follows:
11.1 Party A will keep confidential relevant documents, financial information and other information provided by Party B when performing its obligations hereunder, except as otherwise provided by relevant laws, regulations or this agreement.
11.2 If there is any remaining amount after the proceeds obtained from disposition of the collaterals hereunder are used to repay all debts within the security scope of the maximum amount mortgage, Party A shall return such amount to Party B promptly.
Covenants of Party A. (i) Unless the provisions set forth below under “Private Placement Procedures” shall be applicable, Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return to securities lenders to close out open securities loans with respect to Shares.
(ii) In connection with purchases of Shares in connection with any Cash Settlement or Net Share Settlement of this Transaction, Party A shall use its good faith efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner so as not to on any single day purchase a number of Shares in excess of 20% of the average daily trading volume for the Shares during the twenty consecutive Exchange Business Days leading up to but excluding such day.
Covenants of Party A. During the Transition Period, Party A (as the actual operator of Party E) hereby covenants as follows:
2.3.1 Party A shall cause Party E to provide Party B with quarterly financial statement within 45 days from the end of such quarter and an audited annual financial statement within 120 days following the end of the fiscal year of Party E.
2.3.2 Party A shall ensure that during the term of this Agreement, Party E shall only engage in the Security Services Business (as defined in the Amended Acquisition Agreement), the Government Application Services Business (as defined in the Amended Acquisition Agreement) and the IT System Operation Services Business (as defined in the Amended Acquisition Agreement), provided that Party E shall only engage in the Government Application Services Business and the IT System Operation Services Business for a period of one year after October 19, 2004 to the extent the operation of such business requires the Information System Integration Qualification held by Party E, any of the Security Business Permits in category (vii) of the definition of “Security Business Permit” (as defined in the Amended Acquisition Agreement) held by Party E or LHL, or to the extent PRC law or regulation requires that such business be operated by a domestic PRC company, subject to further extension in accordance with the Amended Acquisition Agreement.
2.3.3 Without prior consent of Party B (which consent shall not be unreasonably withheld), Party A shall ensure Party E will not conduct the following activities:
2.3.3.1 to supplement, change or amend the articles and bylaws of Party E, increase or decrease its registered capital, or otherwise change the structure of registered capital of Party E;
2.3.3.2 to sell, transfer, mortgage or dispose of in any manner any assets of Party E or legal or beneficial interest in the business or revenues of Party E, or allow the encumbrance thereon of any security interest;
2.3.3.3 to execute any loan agreement for an amount in excess of one million US Dollars (US$1,000,000.00) within one fiscal year with any bank or any other financial institutions, or to provide any security (including guarantee, pledge or mortgage) for the interest of any other entities;
2.3.3.4 to change the business scope of Party E;
2.3.3.5 to change the name of Party E;
2.3.3.6 to make any investment (provided, that, the establishment of branch or office of Party E shall not be restricted by this provision to the extent that such branch or of...
Covenants of Party A. Party A covenants and agrees as follows:
a. To execute and deliver the Deed to Party B on or before the Closing Date.
b. To pay all costs and expenses incurred in connection with the preparation and delivery of the Deed and the consummation of the sale and transfer of the Property to Party B.
Covenants of Party A. Party A hereby covenants and agrees as follows:
Covenants of Party A. Unless otherwise agreed herein, from the date of execution hereof to the merger effective date, Party A makes the following covenants to Party B:
(I) Party A shall obtain prior written consent from Party B before releasing any information relevant to the Agreement or the merger, excluding the information that should be released as required by laws and regulations, according to the opinion of its legal advisors. The Parties shall use their best efforts to confirm the content of relevant information with each other before disclosing said information.
(II) Party A shall perform every legal procedure of the merger as soon as practicable, including but not limited to:
(1) with the necessary assistance of Party B, make a combination filing for the merger with the Fair Trade Commission (if applicable);
(2) hold a shareholders’ meeting in accordance with the law to approve the merger and recognize the Agreement and all relevant documents thereto.
(III) Party A shall, according to relevant laws and regulations and acting in good faith, take all necessary actions which are adequate and appropriate to complete the conditions precedent set forth in Article 15 hereof and to consummate the merger pursuant to the Agreement. Unless otherwise set forth in the Agreement or consented to in writing by Party B, Party A shall not perform any act or omission that would cause or could reasonably be expected to cause the following: (1) as of the merger effective date, the representations and warranties of Party A provided in Paragraphs (I), (III), (IV), (V), (IX) and (XI) of Article 7 hereof becoming misrepresentations or false warranties; or any material breach of the covenants or obligations of Party A set forth herein; or (2) failure to meet or complete the conditions precedent provided in Article 15 hereof. Prior to the merger effective date, if there are any facts, changes, conditions, circumstances or other events that cause failure to meet or complete the conditions precedent agreed to herein by Party A, Party A shall promptly notify Party B in writing. However, such notice will not affect the rights and obligations of Party B under the Agreement.
(IV) Pursuant to the agreements between Party A and any third party, where the merger requires notification to, or consent of, such the third party, and without such notification or consent the merger cannot be consummated, Party A shall notify the third party of the merger pursuant to the provisions of such agreements and obtain ...
