Common use of Other Agreements and Covenants Clause in Contracts

Other Agreements and Covenants. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the one-year anniversary of the Purchase Agreement, neither Shareholder nor Su shall (i) acquire any additional ordinary shares of the Company (other than shares issued by the Company to Shareholder and/or its Affiliates), to the extent that such acquisition would cause the aggregate holding of ordinary shares in the Company owned by Shareholder and its Affiliates to exceed 34.6% of the total number of issued and outstanding ordinary shares of the Company or (ii) Transfer any of the Subject Shares to a third party (the “Proposed Sale Shares”) unless, as a precondition to such transfer, the Shareholder first notifies the Company in writing at least five days prior to such sale taking effect and the third party agrees in writing to be bound by all of the terms of this Agreement, unless the Company notifies Shareholder in writing that the agreement of the third party to be bound by the terms of this Agreement is not required. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, neither Shareholder nor Su will commit any act that could restrict or affect Shareholder’s legal power, authority, and right to vote, or direct the voting of, all of the Subject Shares by Shareholder or otherwise prevent or disable Shareholder from performing any of its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, neither Shareholder nor Su shall (i) enter into any voting agreement with any person or entity with respect to any of the Subject Shares, (ii) grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Subject Shares, (iii) deposit any of the Subject Shares in a voting trust, or (iv) otherwise enter into any agreement or arrangement with any person or entity, in each case set forth in clauses (i) through (iv) herein as would limit or adversely affect Shareholder’s legal power, authority or right to vote the Subject Shares pursuant to Section 2 above. (c) Shareholder acknowledges that its execution of this Agreement is a material inducement of DHC and the Company to enter into the Purchase Agreement and pay the consideration set forth therein and that DHC and the Company would not have entered into the Purchase Agreement without Shareholder’s commitment to duly perform its obligations under this Agreement. In that regard, if the Shareholder violates any covenant of this Agreement or otherwise fails to vote the Subject Shares in favor of the Proposal at the Proposal Meeting and in favor of the election of the Final Proposed Directors at each Nomination Meeting in accordance with this Agreement, the Company shall be entitled to provide written notice to the Shareholder that all principal, interest, fees and any other amounts due and payable by the Company to the Shareholder under the Loan Note dated July 30, 2010 in the original principal amount of US$60,000,000 shall be immediately cancelled and no longer due and payable (which amounts that were previously due and payable being deemed to be liquidated damages and not a penalty), and as of the date of such notice such amounts shall in fact be cancelled and no longer due and payable by the Company to the Shareholder.

Other Agreements and Covenants. (a) At all times during During the period commencing with the execution and delivery term of this Agreement and expiring on the one-year anniversary of the Purchase Agreement, neither Shareholder nor Su shall Nynens will not without the consent of SKK, directly or indirectly, including through any affiliate: (i) acquire lend; offer; pledge; hypothecate; grant; encumber; assign; sell; contract to sell; sell any additional ordinary shares option or contract to purchase; purchase any option or contract to sell; grant any option, right or warrant to purchase; or otherwise transfer or dispose of (collectively, “Transfer”) any Covered Shares, or enter into any other arrangement or understanding with respect to the Transfer of any of the Company Covered Shares or beneficial ownership or voting power thereof or therein (other than shares issued including, except as provided below, by the Company to Shareholder and/or its Affiliatesoperation of law) (and any Transfer in violation of this provision will be void), (ii) enter into any swap, derivative, hedging or other arrangement that transfers to the extent that such acquisition would cause the aggregate holding of ordinary shares another, in the Company owned by Shareholder and its Affiliates to exceed 34.6% whole or in part, any of the total number economic consequences of issued and outstanding ordinary shares ownership of the Company any Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares or other securities, in cash, or otherwise, or (iii) purchase or otherwise acquire any Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Shares or any interest therein (including beneficial ownership or voting power thereof or therein); provided, that the foregoing requirements shall not prohibit any Transfer any under Nynens’ will or pursuant to laws of descent and distribution, so long as the Subject Shares to a third other party (the “Proposed Sale Shares”) unless, as a precondition to such transfer, the Shareholder first notifies the Company Transfer executes this Agreement (or a joinder thereto in writing at least five days prior a form reasonably satisfactory to such sale taking effect SKK) and the third party agrees in writing to be bound by all of the terms of this Agreement, unless the Company notifies Shareholder in writing that the agreement of the third party to be bound by the terms of this Agreement is not required.its terms; (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, neither Shareholder nor Su will commit any act that could restrict or affect Shareholder’s legal power, authority, and right to vote, or direct the voting of, all of the Subject Shares by Shareholder or otherwise prevent or disable Shareholder from performing any of its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, neither Shareholder nor Su shall (i) enter into any voting agreement with any person or entity with respect to any of the Subject Shares, (ii) grant any person proxies or entity any proxy (revocable or irrevocable) or power powers of attorney with respect to any of the Subject Covered Shares, (iii) deposit any of the Subject Covered Shares in into a voting trust, trust or (iv) otherwise enter into a voting agreement with respect to any agreement or arrangement with any person or entity, in each case set forth in clauses (i) through (iv) herein as would limit or adversely affect Shareholder’s legal power, authority or right to vote the Subject Shares pursuant to Section 2 above.Covered Shares; or (c) Shareholder acknowledges knowingly take any action that its execution would make any representation or warranty of Nynens contained herein untrue or incorrect in any material respect (and for such purposes, references in such representations and warranties to Owned Shares will be deemed to include any Covered Shares acquired after the date of this Agreement is a material inducement Agreement) or have the effect of DHC and the Company to enter into the Purchase Agreement and pay the consideration set forth therein and that DHC and the Company would not have entered into the Purchase Agreement without Shareholder’s commitment to duly perform its preventing or impairing Nynens from performing any of his obligations under this Agreement. In that regard, if the Shareholder violates any covenant of this Agreement or otherwise fails to vote the Subject Shares in favor of the Proposal at the Proposal Meeting and in favor of the election of the Final Proposed Directors at each Nomination Meeting in accordance with this Agreement, the Company shall be entitled to provide written notice to the Shareholder that all principal, interest, fees and any other amounts due and payable by the Company to the Shareholder under the Loan Note dated July 30, 2010 in the original principal amount of US$60,000,000 shall be immediately cancelled and no longer due and payable (which amounts that were previously due and payable being deemed to be liquidated damages and not a penalty), and as of the date of such notice such amounts shall in fact be cancelled and no longer due and payable by the Company to the Shareholder.

Other Agreements and Covenants. 4.1 Each Shareholder agrees that neither it nor any of its Affiliates (a) At all times during the period commencing with the execution and delivery regardless of this Agreement and expiring whether such person is an Affiliate on the one-year anniversary date hereof) will, directly or indirectly, alone or in concert with others, except as set forth in Section 4.2 or as permitted by the Company Board, acquire, offer to acquire or agree to acquire, by purchase or otherwise (including, without limitation, pursuant to the terms of the Stock Purchase Agreement), neither beneficial ownership of any Voting Securities of the Company if as a result of such acquisition such Shareholder nor Su shall (i) acquire any additional ordinary shares and its Affiliates would beneficially own more than 10% in the aggregate of the Voting Securities of the Company (other than shares issued the "Stock Limitation") or seek to advise, encourage or influence any Person with respect to the acquisition of any Voting Securities of the Company. 4.2 No violation of Section 4.1 shall be deemed to occur as a result of the acquisition by a Shareholder, or any Affiliate of a Shareholder, of beneficial ownership of Voting Securities of the Company in excess of the Stock Limitation as the result of (a) the acquisition of Voting Securities by the Shareholder pursuant to the terms of the Stock Purchase Agreement, including without limitation as a result of the acquisition or conversion of Preferred Stock, (b) any stock repurchase or similar transaction undertaken by the Company that shall cause the Shareholder's or such Affiliate's percentage ownership in the Voting Securities of the Company to exceed the Stock Limitation even though the number of shares of Voting Securities of the Company beneficially owned by the Shareholder and/or and its AffiliatesAffiliates remains unchanged; or (c) any acquisition of voting securities of another corporation by the Shareholder or such Affiliate which results in the Shareholder or such Affiliate indirectly becoming the beneficial owner of additional Voting Securities of the Company. In the case of clauses (a) and (c), the Shareholder or such Affiliate shall vote such Voting Securities of the Company contemplated by such clauses in the manner set forth in 1. Notwithstanding any other provision of this paragraph, the Shareholder or such Affiliate shall divest the Voting Securities of the Company in excess of the Stock Limitation within 90 days of acquiring such excess or control, as the case may be; provided that, to the extent that the Stock Limitation shall be exceeded as a result of a transaction contemplated by clause (a) or (c) of the first sentence of this paragraph, such acquisition would cause Shareholder or Affiliate shall only be required to divest up to that number of Shares in excess of the aggregate holding Stock Limitation as shall have been acquired other than pursuant to the Stock Purchase Agreement, taking into account any increase in percentage of ordinary shares in share ownership permitted by clause (b) above; provided further, that, to the Company owned extent that the Stock Limitation shall be exceeded as a result of a transaction contemplated by clause (b) of the first sentence of this paragraph, the requirements of this sentence shall not apply. 4.3 Each Shareholder and agrees neither such Shareholder nor any of its Affiliates will, directly or indirectly, alone or in concert with others, except with respect to exceed 34.6% clauses (b) and (g) (ii) pursuant to the terms of the total number Preferred Shares, (a) make, or in any way participate in, any "solicitation" of issued and outstanding ordinary shares "proxies", or become a "participant" in any "election contest" (as such terms are used in Regulation 14A promulgated by the Commission pursuant to Section 14 of the Exchange Act), relating to the Voting Securities of the Company (except as to any proxies that may be given pursuant to Section 3.1); (b) call, or in any way participate in a call for, any special meeting of stockholders of the Company (or take any action with respect to acting by written consent of stockholders); (c) request, or take any action to obtain or retain, any list of holders of any securities of the Company; (d) initiate or propose any stockholder proposal or participate in the making of, or solicit stockholders for the approval of, one or more stockholder proposals relating to the Company; (e) deposit any Voting Securities of the Company in a voting trust or subject them to any voting agreement or arrangement, except as provided herein; (f) form, join or in any way participate in a "group" (as defined in Rule 13(d) under the Exchange Act) with respect to any Voting Securities of the Company, or any securities the ownership of which would make the owner thereof a beneficial owner of Voting Securities of the Company; (g) otherwise act to control or influence the Company or the management, board of directors, policies or affairs of the Company including, without limitation, other than in such Shareholder's or Affiliate's capacity as a director on the Company Board, (i) making any offer or proposal to acquire the Company, its securities or assets or soliciting or proposing to effect or negotiate with any Person any form of business combination or similar transaction with, a change in control of, or any restructuring, recapitalization or other extraordinary transaction involving, the Company, its securities or assets, other than pursuant to the terms of the Stock Purchase Agreement, (ii) Transfer seeking removal of any directors or a change in the C-9 134 composition or size of the Subject Shares Company Board, or (iii) making any request to a third party amend or waive any provision of this Agreement; (h) disclose any intent, purpose, plan or proposal with respect to the “Proposed Sale Shares”) unlessCompany, as a precondition to such transferits board of directors, the Shareholder first notifies the Company in writing at least five days prior to such sale taking effect and the third party agrees in writing to be bound by all of the terms management, policies or affairs or its securities or assets or this Agreement that is inconsistent with this Agreement, including any intent, purpose, plan or proposal that is conditioned on, or would require waiver, amendment, nullification or invalidation of, any provision of this Agreement, unless or take any action that could require the Company notifies Shareholder to make any public disclosure relating to any such intent, purpose, plan, proposal or condition other than in writing that such Shareholder's or Affiliate's capacity as a director on the agreement of Company Board, to the third party extent the Company Board consents to be bound by the terms of this Agreement is not required. such action; or (bi) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdictionassist, neither Shareholder nor Su will commit advise, encourage any act that could restrict or affect Shareholder’s legal power, authority, and right to voteperson with respect to, or direct the voting ofseek to do, all of the Subject Shares by Shareholder or otherwise prevent or disable Shareholder from performing any of its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, neither Shareholder nor Su shall (i) enter into any voting agreement with any person or entity with respect to any of the Subject Shares, (ii) grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Subject Shares, (iii) deposit any of the Subject Shares in a voting trust, or (iv) otherwise enter into any agreement or arrangement with any person or entity, in each case set forth in clauses (i) through (iv) herein as would limit or adversely affect Shareholder’s legal power, authority or right to vote the Subject Shares pursuant to Section 2 above. (c) Shareholder acknowledges that its execution of this Agreement is a material inducement of DHC and the Company to enter into the Purchase Agreement and pay the consideration set forth therein and that DHC and the Company would not have entered into the Purchase Agreement without Shareholder’s commitment to duly perform its obligations under this Agreement. In that regard, if the Shareholder violates any covenant of this Agreement or otherwise fails to vote the Subject Shares in favor of the Proposal at the Proposal Meeting and in favor of the election of the Final Proposed Directors at each Nomination Meeting in accordance with this Agreement, the Company shall be entitled to provide written notice to the Shareholder that all principal, interest, fees and any other amounts due and payable by the Company to the Shareholder under the Loan Note dated July 30, 2010 in the original principal amount of US$60,000,000 shall be immediately cancelled and no longer due and payable (which amounts that were previously due and payable being deemed to be liquidated damages and not a penalty), and as of the date of such notice such amounts shall in fact be cancelled and no longer due and payable by the Company to the Shareholder.