Common use of Covenants relating to Party B Clause in Contracts

Covenants relating to Party B. Party B hereby covenants: (a) at any time as of the date hereof, not to sell, transfer, pledge or otherwise dispose of any legal or beneficial interests in any equity interest, nor to allow creation of other Encumbrances thereupon without prior written consent from Party A, except for the pledge created on the equity interest held by Party B in Party C pursuant to the Equity Pledge Agreement; (b) cause Party C’s shareholders’ meeting not to approve the sale, transfer, pledge or other disposal of any legal or beneficial interests in any equity interest, or allow creation of other Encumbrances thereupon without prior written consent from Party A, except to Party A and/or Party A’s Designated Person; cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest contemplated herein. (c) not to vote for, support or execute any shareholders’ resolution at Party C’s shareholders’ meeting to approve Party C’s merger or combination with, acquisition by, acquisition of or investment in any person without prior written consent from Party A; (d) to immediately notify Party A of any actual or potential occurrence of any litigation, arbitration or administrative proceeding related to the equity interests held by Party B in Party C; (e) to execute all documents, conduct all actions, and make all claims or defenses necessary and appropriate to maintain Party B’s ownership of the equity interest in Party C; (f) not to make any act and/or omission that may adversely affect Party C’s assets, business and liabilities without prior written consent from Party A; (g) to accept and appoint the persons designated by Party A as Party C’s directors, general manager and other senior management upon Party A’s request, and actively assist Party A in dealing with all matters in connection with the appointment of such persons, including but not limited to execution of necessary documents, and assist the registration of the appointment of such senior management at the Administration for Industry and Commerce; (h) to the extent permitted by PRC laws and upon Party A’s request at any time, to unconditionally and immediately transfer all or part of the equity interest held by Party B in Party C to Party A and/or Party A’s Designated Person at any time, and to waive its first right of refusal on the equity interest transferred by Party C’s other shareholders to Party A and/or Party A’s Designated Person; to actively assist all the matters in connection with the equity transfer, including but not limited to execution of necessary documents, and assist the registration of the equity transfer at the Administration for Industry and Commerce; (i) to strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by Party C and Party A, and to duly perform all obligations under such agreements, without making any act or omission that suffices to affect the validity and enforceability of these agreements; and (j) to agree and undertake to execute an irrevocable power of attorney authorizing Party A or Party A’s Designated Person to exercise on its behalf all of its rights as shareholder of Party C.

Covenants relating to Party B. Party B hereby covenants: (a) at any time Without prior written consent by Party A, as of the execution date hereofof this agreement, not to sell, transfer, pledge mortgage or otherwise dispose of in any legal other form any legitimate or beneficial interests interest of equity interest in Party C held by Party B, or to approve any equity interestother security interest set on it, nor to allow creation with the exception of other Encumbrances thereupon without prior written consent from Party A, except for the pledge created set on the equity interest held by of Party B in subject to Equity Interest Pledge Agreement of Party C pursuant to the Equity Pledge AgreementB; (b) Without prior written notice by Party A, not to cause the Shareholders Meeting commissioned by Party C’s shareholders’ meeting C not to approve the or execute any approving document to, sale, transfer, pledge mortgage or dispose in any other disposal of form any legal legitimate or beneficial interests in any interest of equity interest, or allow creation to approve any other security interest set on it, with the exception of other Encumbrances thereupon without such actions made to Party A or the designated person of Party A; (c) To cause the shareholders meeting commissioned by it not to approve or execute any approving document for Party C to, with no prior written consent from notice by Party A, except to merger or associate with any person, or purchase any person or invest in any person; (d) To notify Party A and/or Party A’s Designated Person; the occurrence or the probable occurrence of the litigation, arbitration or administrative procedure related to the equity interest owned by it; (e) To cause Party C’s shareholders’ the shareholders meeting commissioned by it to vote for to approve the transfer of the Purchased Equity Interest contemplated herein. (c) not subject to vote for, support or execute any shareholders’ resolution at Party C’s shareholders’ meeting to approve Party C’s merger or combination with, acquisition by, acquisition of or investment in any person without prior written consent from Party Athis agreement; (df) In order to immediately notify Party A keep its ownership of any actual or potential occurrence of any litigation, arbitration or administrative proceeding related to the equity interests held by interest, to execute all requisite or appropriate documents, do all requisite or appropriate action, and advance all requisite or appropriate accusation, or make requisite or appropriate plea for all claims; (g) Upon the request of Party B in A, to commission any person designated Party D to be the member of the board of directors of Party C; (eh) to execute all documents, conduct all actions, and make all claims or defenses necessary and appropriate to maintain Party B’s ownership Upon the request of the equity interest in Party C; (f) not to make any act and/or omission that may adversely affect Party C’s assets, business and liabilities without prior written consent from Party A; (g) to accept and appoint the persons designated by Party A as Party C’s directors, general manager and other senior management upon Party A’s request, and actively assist Party A in dealing with all matters in connection with the appointment of such persons, including but not limited to execution of necessary documents, and assist the registration of the appointment of such senior management at the Administration for Industry and Commerce; (h) to the extent permitted by PRC laws and upon Party A’s request at any time, to immediately transfer its equity interest to the representatives designated by Party A unconditionally and immediately transfer all or part of the equity interest held by Party B in Party C to Party A and/or Party A’s Designated Person at any time, and to waive abandon its first prior purchase right of refusal on the such equity interest transferred by Party C’s other shareholders transferring to Party A and/or Party A’s Designated Person; to actively assist all the matters in connection with the equity transfer, including but not limited to execution of necessary documents, and assist the registration of the equity transfer at the Administration for Industry and Commerceanother available shareholder; (i) to strictly To prudently comply with the provisions terms and conditions of this Agreement agreement and other agreements jointly entered into totally or severally executed respectively by Party B, Party C and Party AA., and to duly actually perform all obligations under such these agreements, without making doing or otherwise any act or omission action that suffices to affect sufficiently affects the validity and enforceability of these agreements; and (j) to agree and undertake to execute an irrevocable power of attorney authorizing Party A or Party A’s Designated Person to exercise on its behalf all of its rights as shareholder of Party C.;