Covenants of Party B. Party B hereby covenants 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 Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney;
2.2.2 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney;
2.2.3 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person;
2.2.4 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 Party C held by Party B;
2.2.5 Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C 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;
2.2.6 To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims;
2.2.7 Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A;
2.2.8 Party B hereby waives its right of first of refusal to transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement an...
Covenants of Party B. Subject to the circumstances described under “Private Placement Procedures”, the parties acknowledge and agree that any Shares delivered by Party B to Party A on any Settlement Date will be newly issued Shares and when delivered by Party A (or an affiliate of Party A) to securities lenders from whom Party A (or an affiliate of Party A) borrowed Shares in connection with hedging its exposure to the Transaction will be freely saleable without further registration or other restrictions under the Securities Act, in the hands of those securities lenders, irrespective of whether such stock loan is effected by Party A or an affiliate of Party A. Accordingly, Party B agrees that the Shares that it delivers to Party A on each Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.
Covenants of Party B. 2.2.1 Without the prior written consent of Party A or Recon-JN, Party B shall not sell, transfer, mortgage or dispose of any rights or interest relating to the Equity Interest, or allow any creation of other security interests on the Equity Interest (excluding the Security Interest under this Agreement and the Equity Interest Pledge Agreement).
2.2.2 Party B shall use its best efforts to prevent the shareholders of Party C from approving resolutions relating to the sale, transfer, mortgage, or disposal of any rights or interests relating to the Equity Interest, or allowing any creation of any security interest or other encumbrance on the Equity Interest (excluding the Security Interest created pursuant to this Agreement and the Equity Interest Pledge Agreement).
2.2.3 Party B shall use its best efforts to prevent the other shareholders of Party C from approving resolutions relating to Party C’s merger with, combination with, purchase of, or investment in any other entity.
2.2.4 Party B shall inform Party A of any actual or potential litigation, arbitration, or administrative procedure in relation to the Equity Interest.
2.2.5 Party B shall ensure that the other shareholders of Party C approve the transfer of the Equity Interest as set out in this Agreement.
2.2.6 In order to keep ownership of the Equity Interest, Party B shall cause Party C to execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answer to all compensation claims.
2.2.7 At the request of Party A or Recon-JN from time to time, Party B shall immediately transfer to Party A or the Specified Person the Equity Interest unconditionally at any time.
2.2.8 Party B shall strictly comply with this Agreement and any other agreements which may be entered into by and among Party B, Party C and Party A collectively or separately, and shall perform its obligations under such agreements, and shall not take or fail to take any actions which actions or inactions will affect the validity and enforceability of such agreements.
Covenants of Party B. Party B hereby agrees that, so long as either party has or may have any obligation under any Transaction, that:
Covenants of Party B. Party B covenants to Party A as follows:
10.1 Party B shall continue to perform its liability of security according to this agreement if any of the following circumstances (which requires no consent of Party B) occurs:
A. The parties to any Principal Contract agrees to modify such contract, without aggravating the debtor’s debt or extending the performance period of the debt;
B. In case of financing for international or domestic trade, the parties to any Principal Contract revise the letter of credit relating to the Principal Contract, without aggravating the debtor’s payment obligation under the letter of credit or extending the payment period;
C. The principal debts or the maximum amount mortgage is transferred.
10.2 Party B will not create any mortgage or pledge over the collaterals, or lease, transfer or gift the collaterals to any third party without Party A’s written consent. Party B shall protect the collaterals from any damage.
10.3 Party B will assume various costs for realizing the mortgage hereunder, including but not limited to the costs for litigation, attorney, appraisal, auction and sale.
10.4 Party B shall promptly notify Party A and assist Party A to avoid any damage when Party A’s mortgage is or may be infringed by any third party.
10.5 Party B will actively cooperate with Party A to realize the mortgage, and will not prevent or restrict Party A from exercising the mortgage.
10.6 Party B shall notify Party A timely in any of the following circumstances:
A. The registered name, articles of association, business scope, registered capital, legal representative or principal changes, or the equity interest is changed;
B. Party B goes out of business, is liquidated or dissolved, stops business for rectification, or is cancelled or applied for bankruptcy, or its business license is revoked;
C. Party B is or may be involved in any material economic dispute, litigation or arbitration, or its assets are sealed up, attached or in custody;
D. If Party B is a natural person, his/her name, valid ID No., domicile, employer, contact information or marital status is changed.
10.7 Party B will timely sign off the written notice of Party A.
10.8 Where other security exists for the principal debts, whether provided by the debtors or any third party, Party A has the right to decide the order of realizing the securities. Party B undertakes not to make any defense. If other security interest under the Principal Contracts is waived, modified or lost, Party B’s l...
Covenants of Party B. Each Onshore Shareholder hereby jointly and severally covenants as follows:
2.2.1 Each Onshore Shareholder shall cause the shareholders’ meeting or the board of directors of Party C to vote their approval of the transfer of the Optioned Assets as set forth in this Agreement and to take any and all other actions that may be requested by Party A; and
2.2.2 Each Onshore Shareholder shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among it with Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof.
2.2.3 Each Onshore Shareholder shall cause the shareholders’ meeting or the board of directors of Party C to vote against any matter that requires the prior written consent of Party A according to this Agreement which have not been obtained.
Covenants of Party B. Subject to the circumstances described under “Private Placement Procedures”, the parties acknowledge and agree that any Shares delivered by Party B to Party A on any Settlement Date will be newly issued Shares and when delivered by Party A (or an affiliate of Party A) to securities lenders from whom Party A (or an affiliate of Party A) borrowed Shares in connection with hedging its exposure to the Transaction will be freely saleable without further registration or other restrictions under the Securities Act, in the hands of those securities lenders, irrespective of whether such stock loan is effected by Party A or an affiliate of Party A. Accordingly, subject to the provisions of “Private Placement Procedures” below, Party B agrees that the Shares that it delivers to Party A on each Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.
Covenants of Party B. After execution of this Agreement, Party B shall make full cooperation with other parties to enter into all agreements, sign resolutions or any other documents related to this Agreement, and perform the Framework Agreement to effectuate completion of the transaction in relation to acquisition of business under the Framework Agreement.
Covenants of Party B. 2.1 Party B shall not sell, transfer, mortgage, license or otherwise dispose of any of the Assets held by it at any time from the date hereof to the date of termination of this Agreement without the prior written consent of Party A;
2.2 Party B shall cause its shareholders/shareholders’ meeting not to approve any sale, transfer, mortgage, license or other disposal of any Assets held by it without the prior written consent of Party A;
2.3 Party B shall promptly notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Assets;
2.4 If requested by Party A, Party B shall cause its shareholders/shareholders’ meeting to vote for the transfer of the Purchased Assets as set forth herein;
2.5 Party B shall sign all documents, take all actions, file all suits, or defend against all claims, as necessary or appropriate to maintain its ownership to the Assets;
2.6 Party B shall unconditionally and immediately transfer the Assets to Party A or the Designee (s) at any time upon request by Party A from time to time; and
2.7 Party B shall strictly comply with the provisions of this Agreement and other contracts entered into by the Parties, duly perform the obligations hereunder and thereunder, and refrain from any act/omission that may affect the effectiveness and enforceability hereof and thereof.
Covenants of Party B. 乙方在此承诺： Party B hereby covenant as follows:
2.1.1. 按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营其业务和处理事务； It shall maintain Party B's corporate existence in accordance with good financial and business standards and practices by prudently and effectively- operating its business and handling its affairs;
2.1.2. 未经甲方的事先书面同意，不在本协议签署之日起的任何时间出售、转让、抵押或以其他方式处置乙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何其他担保权益； Without the prior written consent of Party A, it shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party B or legal or beneficial interest in the business or revenues of Party B, or allow the encumbrance thereon of any security interest;
2.1.3. 未经甲方的事先书面同意，不发生、继承、保证或容许存在任何债务，但(i)正常或日常业务过程中产生而不是通过借款方式产生的债务;和(ii)已向甲方披露和得到甲方书面同意的债务除外； Without the prior written consent of Party A, it shall not incur, inherit, guarantee, or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;
2.1.4. 一直在正常业务过程中经营所有业务，以保持乙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为/不作为； It shall always operate all of Party B's businesses during the ordinary course of business to maintain the asset value of Party B and refrain from any action/omission that may affect Party B's operating status and asset value;
2.1.5. 未经甲方的事先书面同意，不得让乙方签订任何重大合同，但在正常业务过程中签订的合同除外（就本段而言，如果一份合同的价值超过人民币【10万】元，即被视为重大合同）； Without the prior written consent of Party A, it shall not execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB [One Hundred Thousand] shall be deemed a major contract);
2.1.6. 未经甲方的事先书面同意，乙方不得向任何人提供贷款或信贷； Without the prior written consent of Party A, Party B shall not to provide any person with any loan or credit;
2.1.7. 应甲方要求，向其提供所有关于乙方的营运和财务状况的资料； Party B shall provide Party A with information on Party B's business operations and financial condition at Party A's request;
2.1.8. 如甲方提出要求，乙方应从甲方接受的保险公司处购买和持有的有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致； If requested by Party A, Party B shall procure and maintain insurance in respect of Party B's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;
2.1.9. 将发生的或可能发生的与乙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方； Party B shall immediately notify Party A of the occurrence or possible occurrence...
