Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that: 2.1.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C; 2.1.2 It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs; 2.1.3 Without prior written consent of Party A and as of the date of this Agreement, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest; 2.1.4 Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A; 2.1.5 It will continue all business operations normally to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value; 2.1.6 Without prior written consent by Party A, not to enter into any material agreement, other than those executed in the ordinary course of business; 2.1.7 Without prior written consent by Party A, it will not provide any loan or guaranty to any person; 2.1.8 Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions; 2.1.9 It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies maintained by the companies having similar operations, properties or assets in the same region; 2.1.10 Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person; 2.1.11 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 2.1.12 In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and 2.1.13 Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders. 2.2 Party B hereby covenants that: 2.2.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C; 2.2.2 Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement; 2.2.3 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement; 2.2.4 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C; 2.2.5 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 2.2.6 It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder; 2.2.7 In order to keep its ownership of the equity interests of Party C. it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; 2.2.8 At the request of Party A, it will appoint any person nominated by Party A to the board of Party C; 2.2.9 At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent; 2.2.10 It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and 2.2.11 It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
Appears in 7 contracts
Samples: Exclusive Purchase Option Agreement (JD.com, Inc.), Exclusive Purchase Option Agreement (JD.com, Inc.), Exclusive Purchase Option Agreement (JD.com, Inc.)
Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that:
2.1.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.1.2 It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;
2.1.3 Without prior written consent of Party A and as of the date of this AgreementA, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;
2.1.4 Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;
2.1.5 It will continue all always conduct business operations normally in the ordinary course to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;
2.1.6 Without prior written consent by Party A, not to enter into any material agreement, agreement other than those executed in the its ordinary course of business;business (for purpose of this Section 2.1.6, a material agreement means any agreement with a contact value exceeding 50,000 Baht.
2.1.7 Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;
2.1.9 It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies those maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;
2.1.11 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.1.12 In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 In order to keep its ownership of the equity interests of Party C. C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
2.2.8 At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;
2.2.9 At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity InterestPerson. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the PartiesParty B, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 It irrevocably undertakes 2.3 Party A hereby covenants that: To satisfy the cash flow requirements with regard to be severally and jointly liable for the obligations provided hereunder.business operations of Party C or make up Party C’s losses accrued through such operations, Party A agrees that it shall, through itself or its designated person, provide financial support to Party C.
Appears in 3 contracts
Samples: Exclusive Purchase Option Agreement (IWEB, Inc.), Exclusive Purchase Option Agreement (IWEB, Inc.), Exclusive Purchase Option Agreement (IWEB, Inc.)
Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that:
2.1.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.1.2 It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;
2.1.3 Without prior written consent of Party A and as of the date of this Agreement, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;
2.1.4 Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;
2.1.5 It will continue all business operations normally to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;
2.1.6 Without prior written consent by Party A, not to enter into any material agreement, other than those executed in the ordinary course of businessbusiness (for purpose of this Section 2.1.6, a material agreement means any agreement with a contact value exceeding RMB one hundred thousand Yuan (RMB 100,000));
2.1.7 Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;
2.1.9 It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;
2.1.11 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.1.12 In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 In order to keep its ownership of the equity interests of Party C. C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
2.2.8 At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;
2.2.9 At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
2.3 Party A hereby convenants that: To satisfy the cash flow requirements with regard to the business operations of Party C or make up Party C’s losses accured through such operations, Party A agrees that it shall, through itself or its designated person, provide financial support to Party C.
Appears in 2 contracts
Samples: Exclusive Purchase Option Agreement (JD.com, Inc.), Exclusive Purchase Option Agreement (JD.com, Inc.)
Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that:
2.1.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.1.2 It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;
2.1.3 Without prior written consent of Party A and as of the date of this Agreement, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;
2.1.4 Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;
2.1.5 It will continue all business operations normally to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;
2.1.6 Without prior written consent by Party A, not to enter into any material agreement, other than those executed in the ordinary course of business;
2.1.7 Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;
2.1.9 It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;
2.1.11 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.1.12 In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 In order to keep its ownership of the equity interests of Party C. C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
2.2.8 At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;
2.2.9 At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
2.3 Party A hereby convenants that: To satisfy the cash flow requirements with regard to the business operations of Party C or make up Party C’s losses accured through such operations, Party A agrees that it shall, through itself or its designated person, provide financial support to Party C.
Appears in 2 contracts
Samples: Exclusive Purchase Option Agreement (JD.com, Inc.), Exclusive Purchase Option Agreement (JD.com, Inc.)
Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that:
2.1.1 (1) Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.1.2 (2) It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;
2.1.3 (3) Without prior written consent of Party A and as of the date of this Agreement, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;
2.1.4 (4) Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;
2.1.5 (5) It will continue all always conduct business operations normally in the ordinary course to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;
2.1.6 (6) Without prior written consent by Party A, not to enter into any material agreement, agreement other than those executed in the its ordinary course of business;
2.1.7 (7) Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 (8) Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;
2.1.9 (9) It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies those maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 (10) Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;
2.1.11 (11) It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.1.12 (12) In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 (13) Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 (1) Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 (2) Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 (3) It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 (4) It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 (5) It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 (6) It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 (7) In order to keep its ownership of the equity interests of Party C. C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
2.2.8 (8) At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;
2.2.9 (9) At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by be sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 (10) It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 (11) It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
Appears in 1 contract
Covenants regarding the Equity Interest. 2.1 Covenants regarding Party C Party B (as a shareholder of Party C) and Party C hereby covenants thatcovenant as follows:
2.1.1 Without prior written consent by Party A, it will They shall not in any manner supplement, change or amend the Articles articles and bylaws of AssociationParty C, increase or decrease the its registered capital, or otherwise change the structure of registered capital structure of Party CC without Party A’s prior written consent;
2.1.2 It will They shall maintain due existence of Party C, prudently and effectively operate and handle its business ’s corporate existence in accordance with fair good financial and business standards and customspractices by prudently and effectively operating its business and handling its affairs;
2.1.3 Without prior written consent of Party A and as of They shall not at any time following the date of this Agreementhereof, it will not sell, transfer, pledge mortgage or otherwise dispose of in any manner any assets of Party C or legal or beneficial interest of any assets, businesses in the business or income revenues of Party C, or permit existence allow the encumbrance thereon of such any security interest;
2.1.4 Without prior written consent by Party A, it will They shall not incur, inheritassume, guarantee or allow suffer the existence of any debt, except for (i1) any debt debts incurred during its in the ordinary course of business rather other than from borrowingthrough borrowing loans; and (ii2) any debt debts disclosed to Party A for which Party A’s written consent has been disclosed to and obtained the written consent from Party Aobtained;
2.1.5 It will continue They shall operate all of Party C’s businesses during the ordinary course of business operations normally to maintain its the asset value, value of Party C and refrain from any action/action or omission that may adversely affect its business operations Party C’s operating status and asset value;
2.1.6 Without prior written consent by They shall not cause Party A, not C to enter into provide any material agreement, other than those executed in the ordinary course of businessperson with any loan or credit;
2.1.7 Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 Upon Party A’s request, it will C shall provide Party A with information regarding its on Party C’s business operations and financial conditionscondition at Party A’s request;
2.1.9 It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, 2.1.8 Only after obtaining the amount and type of which will be the same with such insurance policies maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 Without prior written consent by of Party AA and Party B, it will not combineParty C may merge, merge consolidate with, acquire or make investment to invest in any person;
2.1.11 It will 2.1.9 They shall immediately notify Party A of the occurrence or possible occurrence of any actual or potential litigation, arbitration or administrative proceeding regarding proceedings relating to Party C’s assets, business or revenue;
2.1.10 To maintain the ownership by Party C of all of its assets, business and income;
2.1.12 In order to keep its ownership of the equity interest of Party C, it will they shall execute all requisite necessary or appropriate documents, conduct take all requisite necessary or appropriate actions, actions and make file all requisite necessary or appropriate claims, complaints or make requisite or raise necessary and appropriate defense against all claims; and
2.1.13 Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 In order to keep its ownership of the equity interests of Party C. it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense defenses against all claims;
2.2.8 At the request of 2.1.11 They shall ensure that Party A, it will appoint C shall not in any person nominated by Party A manner distribute dividends to the board of Party Cits shareholders;
2.2.9 2.1.12 At the request of Party A at or an Affiliate of Party A, they shall appoint any time, it will transfer unconditionally and immediately the Purchased Equity Interest to persons designated by Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest an Affiliate of Party C could by sold or transferred to any party other than A as directors of Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreementsC; and
2.2.11 It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
Appears in 1 contract
Samples: Equity Transfer Arrangement Agreement (Asiainfo Holdings Inc)
Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that:
2.1.1 (1) Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.1.2 (2) It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;
2.1.3 (3) Without prior written consent of Party A and as of the date of this Agreement, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;
2.1.4 (4) Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;
2.1.5 (5) It will continue all always conduct business operations normally in the ordinary course to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;
2.1.6 (6) Without prior written consent by Party A, not to enter into any material agreement, agreement other than those executed in the its ordinary course of business;
2.1.7 (7) Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 (8) Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;
2.1.9 (9) It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies those maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 (10) Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;
2.1.11 (11) It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.1.12 (12) In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 (13) Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 (1) Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 (2) Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 (3) It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 (4) It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 (5) It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 (6) It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 (7) In order to keep its ownership of the equity interests of Party C. C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
2.2.8 (8) At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;
2.2.9 (9) At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by be sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 (10) It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 (11) It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
2.3 Party A hereby covenants that: To satisfy the cash flow requirements with regard to the business operations of Party C or make up Party C’s losses accrued through such operations, Party A agrees that it shall, through itself or its designated person, provide financial support to Party C.
Appears in 1 contract
Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that:
2.1.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.1.2 It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;
2.1.3 Without prior written consent of Party A and as of the date of this Agreement, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;
2.1.4 Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;
2.1.5 It will continue all business operations normally to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;
2.1.6 Without prior written consent by Party A, not to enter into any material agreement, other than those executed in the ordinary course of business;
2.1.7 Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;
2.1.9 It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;
2.1.11 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.1.12 In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 In order to keep its ownership of the equity interests of Party C. C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
2.2.8 At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;
2.2.9 At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
Appears in 1 contract
Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that:
2.1.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.1.2 It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;
2.1.3 Without prior written consent of Party A and as of the date of this AgreementA, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;
2.1.4 Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;
2.1.5 It will continue all always conduct business operations normally in the ordinary course to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;
2.1.6 Without prior written consent by Party A, not to enter into any material agreement, agreement other than those executed in the its ordinary course of business;business (for purpose of this Section 2.1.6, a material agreement means any agreement with a contact value exceeding 50,000 Baht.
2.1.7 Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;
2.1.9 It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies those maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;
2.1.11 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.1.12 In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 In order to keep its ownership of the equity interests of Party C. C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
2.2.8 At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;
2.2.9 At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
2.3 Party A hereby covenants that: To satisfy the cash flow requirements with regard to the business operations of Party C or make up Party C’s losses accrued through such operations, Party A agrees that it shall, through itself or its designated person, provide financial support to Party C.
Appears in 1 contract
Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that:
2.1.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.1.2 It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;
2.1.3 Without prior written consent of Party A and as of the date of this Agreement, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;
2.1.4 Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;
2.1.5 It will continue all always conduct business operations normally in the ordinary course to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;
2.1.6 Without prior written consent by Party A, not to enter into any material agreement, agreement other than those executed in the its ordinary course of businessbusiness (for purpose of this Section 2.1.6, a material agreement means any agreement with a contact value exceeding RMB one hundred thousand Yuan (RMB 100,000));
2.1.7 Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;
2.1.9 It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies those maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;
2.1.11 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.1.12 In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 In order to keep its ownership of the equity interests of Party C. C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
2.2.8 At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;
2.2.9 At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
2.3 Party A hereby convenants that: To satisfy the cash flow requirements with regard to the business operations of Party C or make up Party C’s losses accured through such operations, Party A agrees that it shall, through itself or its designated person, provide financial support to Party C.
Appears in 1 contract
Covenants regarding the Equity Interest. 2.1 Party C hereby covenants that:
2.1.1 (1) Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.1.2 (2) It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;
2.1.3 (3) Without prior written consent of Party A and as of the date of this Agreement, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;
2.1.4 (4) Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;
2.1.5 (5) It will continue all always conduct business operations normally in the ordinary course to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;
2.1.6 (6) Without prior written consent by Party A, not to enter into any material agreement, agreement other than those executed in the its ordinary course of business;
2.1.7 (7) Without prior written consent by Party A, it will not provide any loan or guaranty to any person;
2.1.8 (8) Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;
2.1.9 (9) It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies those maintained by the companies having similar operations, properties or assets in the same region;
2.1.10 (10) Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;
2.1.11 (11) It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.1.12 (12) In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 (13) Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.
2.2 Party B hereby covenants that:
2.2.1 (1) Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;
2.2.2 (2) Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.3 (3) It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;
2.2.4 (4) It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 (5) It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 (6) It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 (7) In order to keep its ownership of the equity interests of Party C. C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
2.2.8 (8) At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;
2.2.9 (9) At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 (10) It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 (11) It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
2.3 Party A hereby convenants that: To satisfy the cash flow requirements with regard to the business operations of Party C or make up Party C’s losses accured through such operations, Party A agrees that it shall, through itself or its designated person, provide financial support to Party C.
Appears in 1 contract
Covenants regarding the Equity Interest. 2.1 Party C’s Covenants Party B and Party C hereby covenants thatcovenant as follows:
2.1.1 Without the prior written consent by of Party A, it will they shall not in any manner supplement, change change, or amend the Articles articles of Associationassociation of Party C, increase or decrease the its registered capital, or otherwise change the registered capital its equity interest structure of Party Cin other manners;
2.1.2 It will They shall maintain due existence of Party C, prudently and effectively operate and handle its business ’s existence in accordance with fair good financial and business standards and customspractices by prudently and effectively operating its business and handling its affairs;
2.1.3 Without the prior written consent of Party A A, they shall refrain from any action and/or omission that may have adverse effects on the assets, business and as liabilities of Party C; Without the prior written consent of Party A, they shall not at any time following the date of this Agreementhereof, it will not sell, transfer, pledge mortgage or otherwise dispose of in any manner legal or beneficial interest of in any assets, businesses business or income revenues of Party C, or permit existence of such allow the Encumbrance thereon, including the security interest;
2.1.4 Without the prior written consent by of Party A, it will they shall not incur, inherit, guarantee or allow suffer the existence of any debt, except for (i) any debt debts incurred during its in the ordinary course of business rather other than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party Athrough loans;
2.1.5 It will continue They shall always operate all of Party C’s businesses during the ordinary course of business operations normally to maintain its the asset value, value of Party C and refrain from any action/action and/or omission that may adversely affect detrimental to its business operations operation status and asset value;
2.1.6 Without the prior written consent by of Party A, they shall not to enter into execute any material major agreement (for purpose of this subsection, an agreement with a valuing RMB100,000 shall be deemed a major agreement), other than those executed except for the agreements in the ordinary course of business;
2.1.7 Without the prior written consent by of Party A, it will they shall not provide any person with any loan or guaranty to any personguarantee;
2.1.8 Upon Party A’s request, it will They shall provide Party A with information regarding its on Party C’s business operations and financial conditionscondition at Party A’s request;
2.1.9 It will buy They shall procure and maintain requisite have always maintained insurance policies from an insurer insurance carrier acceptable to Party A, maintaining insurance at an amount and type equivalent to the amount and type of which will be the same with such insurance policies maintained coverage commonly insured by the companies having that operate similar operations, businesses like Party C and owning similar properties or assets in the same region;
2.1.10 Without the prior written consent of Party A, they shall not merge or consolidate with, be acquired by, acquire or invest in any Person;
2.1.11 They shall immediately notify Party A of the occurrence or the possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C’s assets, business and revenue;
2.1.12 To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions, propose all necessary or appropriate claims of right or raise necessary and appropriate defences against all claims;
2.1.13 Without the prior written consent of Party A, they shall not in any manner distribute dividends to its shareholders, provided that, however, upon Party A’s request, they shall promptly distribute all distributable profits to its shareholders;
2.1.14 Unless mandatorily required by PRC laws, Party C shall not be dissolved or liquidated without prior written consent by Party A, it will not combine, merge with, acquire or make ; and
2.1.15 Once PRC laws permit foreign investment to any person;
2.1.11 It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, in the business and income;
2.1.12 In order to keep its ownership of the equity interest of Party C, it will execute all requisite Party B shall promptly and unconditionally transfer its equity interest in Party C to Party A or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and
2.1.13 Without prior written consent by Party A, it will not distribute any dividend or bonus ’s Designee. Party A shall pay all the considerations relating to any of its shareholdersthe equity interest transferred to Party B pursuant to Section 1.3 hereof.
2.2 Party B’s Covenants Party B hereby covenants thatas follows:
2.2.1 Without the prior written consent by of Party A, it will Party B shall not supplementat any time following the date hereof, change sell, transfer, mortgage or amend dispose of in any other manner any legal or beneficial interest in all the Articles of Association, increase or decrease the registered capitalequity interest in Party C held by Party B, or otherwise change allow any Encumbrance thereon, except for the registered capital structure of pledge created by Party CB on the equity interest in Party C held by Party B in accordance with the Equity Interest Pledge Agreement;
2.2.2 Without the prior written consent by of Party A, it will Party B shall cause the shareholders’ meeting of Party C not sellto approve the sale, transfer, pledge pledge, or otherwise dispose disposal in any other manner of any legal or beneficial interest in any equity interest, or allow the Encumbrance thereon of any security interest, except to Party A and/or the equity interests Party A’s Designee; Party B shall cause the shareholders’ meeting of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant vote their consent to the Equity Pledge Agreementtransfer of the Optioned Interests as set forth herein;
2.2.3 It will procure that without Without the prior written consent by of Party A, no resolution be made at Party B shall not vote for or support or execute any resolutions of the shareholders’ meeting of Party C’s shareholders C to approve the merger or consolidation between Party C to selland any Person, transfer, pledge the acquisition by or otherwise dispose investment in any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge AgreementPerson;
2.2.4 It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;
2.2.5 It will immediately B shall promptly notify Party A of the occurrence or possible occurrence of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;
2.2.6 It will cause Party C’s shareholders’ meeting proceedings relating to vote for the transfer of the Purchased Equity Interest provided hereunder;
2.2.7 In order to keep its ownership of the equity interests of in Party C. it will C held by Party B;
2.2.5 To maintain Party B’s ownership in Party C, Party B shall execute all requisite necessary or appropriate documents, conduct take all requisite necessary or appropriate actions, actions and make file all requisite necessary or appropriate claims, claims or make requisite or raise necessary and appropriate defense defences against all claims;
2.2.8 At 2.2.6 Without the request prior written consent of Party A, it will appoint Party B shall refrain from any person nominated by Party A to the board of action and/or omission that may have any material effect on Party C’s assets, business and liabilities;
2.2.9 At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;
2.2.10 It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and
2.2.11 It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.
Appears in 1 contract
