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 C) hereby covenants as follows:
2.3.1 Party A shall cause Party C to provide Party B with quarterly financial statements within 45 days from the end of each quarter and an audited annual financial statements within 120 days following the end of each fiscal year of Party C.
2.3.2 Party A shall ensure that during the term of this Agreement, Party C 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 C shall only engage in the Government Application Services Business and the IT System Operation Services Business to the extent the operation of such business requires any of the Security Business Permits (as defined in the Amended Acquisition Agreement) held by Party C, or to the extent PRC law or regulation requires that such business be operated by a domestic PRC company.
2.3.3 During the Transition Period, without prior consent of Party B (which consent shall not be unreasonably withheld), Party A shall ensure that Party C shall not conduct the following activities:
2.3.3.1 to adopt, supplement, change or amend the articles and bylaws of Party C, increase or decrease its registered capital, or otherwise change the structure of registered capital of Party C;
2.3.3.2 to sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest, except for the pledge placed on the Equity Interest in accordance with the Share Pledge Agreement;
2.3.3.3 to execute any loan agreement for an aggregate amount in excess of one million US Dollars (US$1,000,000.00) within any given 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 C;
2.3.3.5 to change the name of Party C; or
2.3.3.6 to make any investment (provided, that, the establishment of a branch or office of Party C shall not be prohibited by this provision to the extent that if branch or office of Party C is only engage in the Security Services Business (as defined in the Amended Acquisition Ag...
Covenants of Party A. 2.1 Party A is a legal organization or a natural person with full civil capacity and has the ability to sign this Agreement and perform its obligations thereunder.
2.2 The terms and conditions of this Agreement are the true intentions of Party A and shall be legally binding upon it.
2.3 In connection with the signing of this Agreement and performance of its obligations thereunder, Party A has obtained all necessary company authorizations and obtained the approval of the company’s shareholders meeting or the board of directors, and does not violate any applicable laws or regulations. The authorized representative signatory of the Agreement has been legally and effectively authorized.
2.4 Party A undertakes to other Parties that if Party B fails to perform or fails to fully perform the repayment obligations under this Agreement for any reason by then, Party A will be responsible for the failed or incomplete repayment obligations.
2.5 Party A warrants to all other Parties that Party A will abide by and perform all warranties, commitments, agreements and representations. In the event that Party A does not perform or does not fully perform its warranties, commitments, agreements and representations, Party A shall indemnify the other parties for all losses incurred thereby.
Covenants of Party A. Party A hereby covenants and agrees as follows:
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.