Common use of PRE-COMPLETION OBLIGATIONS Clause in Contracts

PRE-COMPLETION OBLIGATIONS. 10.1 The Vendor shall procure that, from the date of this Agreement until Completion, except as otherwise permitted or required by this Agreement or with the prior written consent of the Purchaser, the Target Group will:- 10.1.1 conduct its business in the ordinary course of business and substantially in the same manner as presently operated and use reasonable commercial efforts to maintain the Target Group’s assets and relationships with other persons as a going concern; 10.1.2 duly and timely file or cause to be filed all reports and returns required to be filed with any governmental or official authority and promptly pay or cause to be paid when due all Taxes, unless diligently contested in good faith by appropriate proceedings; and 10.1.3 manage its working capital in a manner consistent with past practice, including paying outstanding obligations as they become due and in accordance with their terms. 10.2 The Vendor shall procure that, from the date of this Agreement until Completion, the Target Group shall not, without the prior written consent of the Purchaser:- 10.2.1 enter into or vary any contract nor assume any liability which is outside the ordinary or proper course of its business or which is long term, unusual or onerous; 10.2.2 enter into any capital commitment (whether by way of purchase, lease, hire purchase or otherwise); 10.2.3 make any change in the nature, scope or organisation of its business nor dispose of the whole of its undertaking or property or a substantial part thereof; 10.2.4 acquire or form any subsidiary nor acquire any shares in any company nor acquire the whole or any substantial part of the undertakings, assets or business of any other company or any firm or person or enter into any joint venture or partnership with any other person; 10.2.5 make any loans or grant any credit (other than credit given in the normal course of trading and advances made to employees against expenses incurred by them on its behalf); 10.2.6 borrow any money or make any payments out of or drawings on its bank accounts (except routine payments in the ordinary course of business); 10.2.7 enter into any guarantee, indemnity or surety; 10.2.8 make any changes in the terms of employment of any of its employees or in any arrangements with its consultants (except routine increases in compensation payments in the ordinary course of business); 10.2.9 change (or announce to employees any proposal to change) the terms of the Target Group’s participation in any scheme of the MPF Ordinance, or fail to make any contribution (or other payment) which is required of it under the MPF Ordinance, or fail to meet any obligation of any kind whatsoever under the MPF Ordinance; 10.2.10 acquire or dispose of or grant any option or right of pre-emption in respect of any material asset or any interest nor give nor receive any service otherwise than at market value; 10.2.11 acquire or dispose of any freehold or leasehold property or grant any lease or third party right in respect of any of the Current Properties; 10.2.12 acquire or dispose of any asset or property with a value of HK$50,000 or above; 10.2.13 enter into any leasing, hire purchase agreement or any agreement or arrangements for payment on deferred terms, other than in the ordinary course of business; 10.2.14 grant or enter into any licence, franchise or other agreement or arrangement concerning any part of its name, trading names or know-how; 10.2.15 declare, make or pay any dividend or distribution; 10.2.16 except to the extent necessary to fulfil the Vendor’s obligations under Clause 8, permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; 10.2.17 make any charitable donations to any person; 10.2.18 make any payments to the Vendor unless in the ordinary course of business as disclosed in the Disclosure Letter; or 10.2.19 agree, conditionally or otherwise, to do any of the foregoing. 10.3 Save as expressly provided herein, the Vendor shall use their best endeavours to procure that the employees of the Target Group at the date hereof remain and continue as employees of the Target Group after Completion. 10.4 As from the date of this Agreement, the Vendor shall give and shall procure that the Purchaser and/or any persons authorised by it will for the purpose of satisfying itself as to the accuracy of the Warranties be given such access to the premises and all books, title deeds, records and accounts of the Target Group as the Purchaser may reasonably request and be permitted to take copies of any such books, deeds, records and accounts and that the Directors and employees of the Target Group shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. 10.5 The Vendor agrees that from the date hereof through the Completion (or if there is no Completion, the date this Agreement is rescinded), neither the Target Group nor the Vendor will, directly or indirectly, through any affiliate, officer, director, manager, shareholder and/or advisor or otherwise, except in furtherance of the transactions contemplated by this Agreement:- 10.5.1 solicit, initiate, or encourage submission of proposals or offers from any person relating to any transactions contemplated herein or to the acquisition and/or financing of the Target Group or its business, or any portion thereof, whether by purchase of assets or stock, merger, consolidation, recapitalization, reorganization or other transaction (collectively, referred to in this Clause as an “Acquisition Proposal”); 10.5.2 participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any person; or 10.5.3 enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal. 10.6 The Vendor shall promptly notify the Purchaser in writing of any inquiry, proposal or offer relating to an Acquisition Proposal by any person, including the terms of such inquiry, proposal or offer and the name of the person initiating such inquiry, proposal or offer. 10.7 The Purchaser shall use all commercially reasonable effort and shall co-operate with the Vendor and BESI in the preparation, as soon as practicable, of all filings, applications or other documents required to be filed or submitted by BESI under the U.S. Securities Exchange Act 1934 and other applicable laws in connection with the transactions contemplated by this Agreement upon the prior written request of the Vendor or BESI. The Purchaser shall use all commercially reasonable efforts and shall co-operate with the Vendor and BESI in taking any other actions necessary to obtain such regulatory or other approvals and consents at the earliest practicable time, including participating in any required hearings or proceedings upon the prior written request of the Vendor or BESI. Each of the Purchaser, the Vendor, and BESI shall pay its respective costs incurred in connection with such preparation and taking such actions, provided, however, if the Purchaser is required to pay any third party in connection therewith, the Vendor shall pay such costs.

PRE-COMPLETION OBLIGATIONS. 10.1 8.1 The Vendor shall procure that, Company agrees to the Purchaser that from the date of this Agreement until Completionto the Completion Date, except as otherwise permitted the Company and or required by this Agreement its subsidiaries shall not do or with procure to do any of the prior following without the express written consent of the Purchaser, the Target Group will:-and such consent shall not be unreasonably withheld. 10.1.1 conduct its business in the ordinary course of business and substantially in the same manner as presently operated and use reasonable commercial efforts to maintain the Target Group’s assets and relationships with other persons as a going concern(a) Issue any shares; 10.1.2 duly and timely file or cause to be filed all reports and returns required to be filed with any governmental or official authority and promptly pay or cause to be paid when due all Taxes, unless diligently contested in good faith by appropriate proceedings; and 10.1.3 manage its working capital in a manner consistent with past practice, including paying outstanding obligations as they become due and in accordance with their terms. 10.2 The Vendor shall procure that, from the date of this Agreement until Completion, the Target Group shall not, without the prior written consent of the Purchaser:- 10.2.1 enter into or vary any contract nor assume any liability which is outside the ordinary or proper course of its business or which is long term, unusual or onerous; 10.2.2 enter into any capital commitment (whether by way of purchase, lease, hire purchase or otherwise); 10.2.3 make any change in the nature, scope or organisation of its business nor b) dispose of the whole or agree to dispose of its undertaking or property or a substantial part thereof; 10.2.4 acquire or form any subsidiary nor acquire any shares in any company nor acquire the whole or any substantial part of the undertakings, assets or business of any other company or any firm or person or enter into any joint venture or partnership with any other person; 10.2.5 make any loans or grant any credit (other than credit given option in the normal course respect of trading and advances made to employees against expenses incurred by them on any part of its behalf)assets; 10.2.6 (c) borrow any money or make any payments out of or drawings on its bank accounts (except account(s) other than routine payments in the ordinary course of business)payments; 10.2.7 (d) enter into any guarantee, indemnity unusual or suretyabnormal contract or commitment; 10.2.8 (e) make any changes in the terms of employment of any of its employees or in any arrangements with its consultants (except routine increases in compensation payments in the ordinary course of business)loan; 10.2.9 change (or announce to employees any proposal to changef) the terms of the Target Group’s participation in any scheme of the MPF Ordinance, or fail to make any contribution (or other payment) which is required of it under the MPF Ordinance, or fail to meet any obligation of any kind whatsoever under the MPF Ordinance; 10.2.10 acquire or dispose of or grant any option or right of pre-emption in respect of any material asset or any interest nor give nor receive any service otherwise than at market value; 10.2.11 acquire or dispose of any freehold or leasehold property or grant any lease or third party right in respect of any of the Current Properties; 10.2.12 acquire or dispose of any asset or property with a value of HK$50,000 or above; 10.2.13 enter into any leasing, leasing hire purchase agreement or any other agreement or arrangements for payment on deferred terms, other than in the ordinary course of business; 10.2.14 grant or enter into any licence, franchise or other agreement or arrangement concerning any part of its name, trading names or know-how; 10.2.15 declare, (g) declare make or pay any dividend or distributionother distribution or do or suffer anything which may render its financial position less favorable than as at the date of this Agreement; 10.2.16 except (h) grant or issue or agree to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnities; (i) make any change in the extent necessary to fulfil terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the Vendor’s obligations under Clause 8, employment of any person; (j) permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; 10.2.17 make (k) create issue or grant any charitable donations option in respect of any class of share or loan capital or agree so to any persondo; 10.2.18 make (l) in any payments to the Vendor unless in other way depart from the ordinary course of its respective day-to-day business either as regards the nature scope or manner of conducting the same; (m) alter any provisions of its memorandum or articles of association or other constitutional documents; (n) voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; or (o) do anything whereby its financial position will be rendered less favorable than at the date hereof. 8.2 The Company warrants and undertakes that, as at the Completion Date the Company shall have no liability (including known, actual or contingent) other than amounts disclosed in the Disclosure Letter; or 10.2.19 agree, conditionally or otherwise, to do any Completion Accounts of the foregoingnot more than US$l50,000 and net tangible assets of not less than US$640,000. 10.3 Save as expressly provided herein, the Vendor shall use their best endeavours to procure that the employees of the Target Group at the date hereof remain and continue as employees of the Target Group after Completion. 10.4 As from the date of this Agreement, the Vendor shall give and shall procure that the Purchaser and/or any persons authorised by it will for the purpose of satisfying itself as to the accuracy of the Warranties be given such access to the premises and all books, title deeds, records and accounts of the Target Group as the Purchaser may reasonably request and be permitted to take copies of any such books, deeds, records and accounts and that the Directors and employees of the Target Group shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. 10.5 The Vendor agrees that from the date hereof through the Completion (or if there is no Completion, the date this Agreement is rescinded), neither the Target Group nor the Vendor will, directly or indirectly, through any affiliate, officer, director, manager, shareholder and/or advisor or otherwise, except in furtherance of the transactions contemplated by this Agreement:- 10.5.1 solicit, initiate, or encourage submission of proposals or offers from any person relating to any transactions contemplated herein or to the acquisition and/or financing of the Target Group or its business, or any portion thereof, whether by purchase of assets or stock, merger, consolidation, recapitalization, reorganization or other transaction (collectively, referred to in this Clause as an “Acquisition Proposal”); 10.5.2 participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any person; or 10.5.3 enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal. 10.6 The Vendor shall promptly notify the Purchaser in writing of any inquiry, proposal or offer relating to an Acquisition Proposal by any person, including the terms of such inquiry, proposal or offer and the name of the person initiating such inquiry, proposal or offer. 10.7 The Purchaser shall use all commercially reasonable effort and shall co-operate with the Vendor and BESI in the preparation, as soon as practicable, of all filings, applications or other documents required to be filed or submitted by BESI under the U.S. Securities Exchange Act 1934 and other applicable laws in connection with the transactions contemplated by this Agreement upon the prior written request of the Vendor or BESI. The Purchaser shall use all commercially reasonable efforts and shall co-operate with the Vendor and BESI in taking any other actions necessary to obtain such regulatory or other approvals and consents at the earliest practicable time, including participating in any required hearings or proceedings upon the prior written request of the Vendor or BESI. Each of the Purchaser, the Vendor, and BESI shall pay its respective costs incurred in connection with such preparation and taking such actions, provided, however, if the Purchaser is required to pay any third party in connection therewith, the Vendor shall pay such costs.

PRE-COMPLETION OBLIGATIONS. 10.1 8.1 The Vendor shall procure that, from the date of this Agreement until Completion, except as otherwise permitted or required by this Agreement or with Vendors jointly and severally covenants and undertakes that prior to Completion and without the prior written consent of the Purchaser, the Target Group will:- 10.1.1 conduct its business in the ordinary course of business Vendors, jointly and substantially in the same manner as presently operated and use reasonable commercial efforts to maintain the Target Group’s assets and relationships with other persons as a going concern; 10.1.2 duly and timely file or cause to be filed all reports and returns required to be filed with any governmental or official authority and promptly pay or cause to be paid when due all Taxesseverally, unless diligently contested in good faith by appropriate proceedings; and 10.1.3 manage its working capital in a manner consistent with past practice, including paying outstanding obligations as they become due and in accordance with their terms. 10.2 The Vendor shall procure that, from that the date of this Agreement until Completion, the Target Group Company shall not, without the prior written consent of the Purchaser:-: 10.2.1 enter into or vary (a) incur any contract nor assume any liability which is outside the ordinary or proper course of its business or which is long term, unusual or onerous; 10.2.2 enter into any expenditure on capital commitment (whether by way of purchase, lease, hire purchase or otherwise); 10.2.3 make any change in the nature, scope or organisation of its business nor dispose of the whole of its undertaking or property or a substantial part thereof; 10.2.4 acquire or form any subsidiary nor acquire any shares in any company nor acquire the whole or any substantial part of the undertakings, assets or business of any other company or any firm or person account or enter into any joint venture or partnership with option in respect of any other personpart of its assets; 10.2.5 make any loans (b) dispose of or agree to dispose of or grant any credit (other than credit given option in the normal course respect of trading and advances made to employees against expenses incurred by them on any part of its behalf)assets; 10.2.6 (c) borrow any money or make any payments out of or drawings on its bank accounts (except account(s) other than routine payments in the ordinary course of business)payments; 10.2.7 (d) enter into any guarantee, indemnity unusual or suretyabnormal contract or commitment; 10.2.8 (e) make any changes in the terms of employment of any of its employees or in any arrangements with its consultants (except routine increases in compensation payments in the ordinary course of business)loan; 10.2.9 change (or announce to employees any proposal to changef) the terms of the Target Group’s participation in any scheme of the MPF Ordinance, or fail to make any contribution (or other payment) which is required of it under the MPF Ordinance, or fail to meet any obligation of any kind whatsoever under the MPF Ordinance; 10.2.10 acquire or dispose of or grant any option or right of pre-emption in respect of any material asset or any interest nor give nor receive any service otherwise than at market value; 10.2.11 acquire or dispose of any freehold or leasehold property or grant any lease or third party right in respect of any of the Current Properties; 10.2.12 acquire or dispose of any asset or property with a value of HK$50,000 or above; 10.2.13 enter into any leasing, leasing hire purchase agreement or any other agreement or arrangements for payment on deferred terms, other than in the ordinary course of business; 10.2.14 grant or enter into any licence, franchise or other agreement or arrangement concerning any part of its name, trading names or know-how; 10.2.15 declare, (g) declare make or pay any dividend or distributionother distribution or do or suffer anything which may render its financial position less favourable than as at the date of this Agreement; 10.2.16 except (h) grant or issue or agree to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnities; (i) make any change in the extent necessary to fulfil terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the Vendor’s obligations under Clause 8, employment of any person; (j) permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; 10.2.17 make (k) create issue or grant any charitable donations option in respect of any class of share or loan capital or agree so to any persondo; 10.2.18 make (l) in any payments to the Vendor unless in other way depart from the ordinary course of its respective day-to-day business either as disclosed in regards the Disclosure Letternature scope or manner of conducting the same; (m) alter any provisions of its memorandum or articles of association or other constitutional documents; (n) voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; or 10.2.19 agree, conditionally or otherwise, to (o) do any of the foregoing. 10.3 Save as expressly provided herein, the Vendor shall use their best endeavours to procure that the employees of the Target Group anything whereby its financial position will be rendered less favourable than at the date hereof remain and continue as employees of the Target Group after Completionhereof. 10.4 As from the date of this Agreement, the Vendor shall give and shall procure that the Purchaser and/or any persons authorised by it will for the purpose of satisfying itself as to the accuracy of the Warranties be given such access to the premises and all books, title deeds, records and accounts of the Target Group as the Purchaser may reasonably request and be permitted to take copies of any such books, deeds, records and accounts and that the Directors and employees of the Target Group shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. 10.5 The Vendor agrees that from the date hereof through the Completion (or if there is no Completion, the date this Agreement is rescinded), neither the Target Group nor the Vendor will, directly or indirectly, through any affiliate, officer, director, manager, shareholder and/or advisor or otherwise, except in furtherance of the transactions contemplated by this Agreement:- 10.5.1 solicit, initiate, or encourage submission of proposals or offers from any person relating to any transactions contemplated herein or to the acquisition and/or financing of the Target Group or its business, or any portion thereof, whether by purchase of assets or stock, merger, consolidation, recapitalization, reorganization or other transaction (collectively, referred to in this Clause as an “Acquisition Proposal”); 10.5.2 participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any person; or 10.5.3 enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal. 10.6 The Vendor shall promptly notify the Purchaser in writing of any inquiry, proposal or offer relating to an Acquisition Proposal by any person, including the terms of such inquiry, proposal or offer and the name of the person initiating such inquiry, proposal or offer. 10.7 The Purchaser shall use all commercially reasonable effort and shall co-operate with the Vendor and BESI in the preparation, as soon as practicable, of all filings, applications or other documents required to be filed or submitted by BESI under the U.S. Securities Exchange Act 1934 and other applicable laws in connection with the transactions contemplated by this Agreement upon the prior written request of the Vendor or BESI. The Purchaser shall use all commercially reasonable efforts and shall co-operate with the Vendor and BESI in taking any other actions necessary to obtain such regulatory or other approvals and consents at the earliest practicable time, including participating in any required hearings or proceedings upon the prior written request of the Vendor or BESI. 8.2 Each of the Purchaser, Vendors jointly and severally undertakes to take all necessary and appropriate actions to the Vendor, effect that all such loans due and BESI owing from the Company to the Vendors as at the date prior to Completion shall pay its respective costs incurred in connection with such preparation and taking such actions, provided, however, if be waived on or before the Purchaser is required date immediately prior to pay any third party in connection therewith, the Vendor shall pay such costsCompletion Date.

PRE-COMPLETION OBLIGATIONS. 10.1 6.1 The Vendor shall procure (subject to any contrary express written instruction from the Purchaser) that the relationships of each member of the Group with its customers, employees, suppliers and others with whom it deals in connection with its business are preserved in all material respects in the ordinary course of business and that the business and operations of each member of the Group are conducted until Completion in the ordinary course of business and in substantially the same manner as it was conducted prior to the date hereof, and in particular, the Vendor shall procure that, from the date of this Agreement hereof until Completion, except as otherwise permitted or required by this Agreement or with the prior written consent of the Purchaser, the Target Group will:- 10.1.1 conduct its business in the ordinary course of business and substantially in the same manner as presently operated and use reasonable commercial efforts to maintain the Target Group’s assets and relationships with other persons as a going concern; 10.1.2 duly and timely file or cause to be filed all reports and returns required to be filed with any governmental or official authority and promptly pay or cause to be paid when due all Taxes, unless diligently contested in good faith by appropriate proceedings; and 10.1.3 manage its working capital in a manner consistent with past practice, including paying outstanding obligations as they become due and in accordance with their terms. 10.2 The Vendor shall procure that, from the date of this Agreement until Completion, the Target Group shall notCompletion Date, without the prior written consent of the Purchaser:-Purchaser (such consent not to be unreasonably withheld or delayed) or unless Disclosed or otherwise specifically permitted for the Group in this Agreement, no member of the Group shall: 10.2.1 6.1.1 permit the Sale Shares, the Japan Shares, the Taiwan Shares or the Newco Shares to become subject to any Encumbrances; 6.1.2 enter into or vary any contract nor assume any liability which is outside the ordinary or proper course of its the business of any member of the Group, including those for a term of more than one (1) year that cannot be terminated without paying any penalty on 90 days' notice or which is long term, unusual or onerousthose that require payment of more than US$100,000 per year; 10.2.2 enter into any capital commitment (whether by way of purchase, lease, hire purchase or otherwise); 10.2.3 6.1.3 make any material change in the nature, scope or organisation of its business nor dispose of the whole of its business undertaking or property or a substantial part thereof, 6.1.4 sell, transfer or otherwise dispose of any assets of whatsoever nature except in the ordinary course of business and for a fair consideration; 10.2.4 6.1.5 acquire or form any subsidiary nor acquire any shares or make any capital investment in any company Person nor acquire the whole or any substantial part of the undertakingsbusiness undertaking, assets or business of any other company or any firm or person Person or enter into any joint venture or partnership with any other personPerson; 10.2.5 6.1.6 make any loans or grant any credit (other than trade credit given in the normal course of business trading and advances made to employees against expenses incurred by them on its behalf); 10.2.6 borrow 6.1.7 transfer or remove any money cash to any Person that is not a member of the Group (by cash dividend, payment or make any payments out of otherwise) if such transfer or drawings on its bank accounts (except routine payments removal would result in the ordinary course remaining cash of business)the Group being insufficient to cover checks that have been written by the Group; 10.2.7 6.1.8 enter into any guarantee, indemnity or surety; 10.2.8 6.1.9 hire any employee (save for the purpose of filling a vacant resulting from departure of current employee) for annual compensation of US$50,000 or greater, or make any changes in the terms of employment of any of its employees whose annual compensation is US$50,000 or greater (save with the prior consent of the Purchaser which such consent shall not be unreasonably withheld or delayed) or in any arrangements with its consultants (except routine increases in compensation payments in outside the ordinary course of its business); 10.2.9 change (or announce to employees any proposal to change) the terms of the Target Group’s participation in any scheme of the MPF Ordinance, or fail to make any contribution (or other payment) which is required of it under the MPF Ordinance, or fail to meet any obligation of any kind whatsoever under the MPF Ordinance; 10.2.10 6.1.10 acquire or dispose of or grant any option or right of pre-emption in respect of any material asset or any interest nor give nor receive any service otherwise than at market value; 10.2.11 6.1.11 acquire or dispose of any freehold or leasehold property or grant any lease or third party right in respect of any of the Current Leased Properties or Owned Properties; 10.2.12 acquire or dispose of any asset or property with a value of HK$50,000 or above; 10.2.13 6.1.12 enter into any leasing, hire purchase agreement or any agreement or arrangements for payment on deferred terms, other than in the ordinary course of business; 10.2.14 6.1.13 grant or enter into any licence, franchise or other agreement or arrangement concerning any part of its name, trading names or know-howhow (if any) save for those which are made in the ordinary or proper course of its business and with the Purchaser's prior consent; 10.2.15 declare, 6.1.14 make any distributions of assets or make or declare any dividends (other than cash dividends), pay any dividend individual or distributiondeclare or make any distribution other than cash dividends (subject to Clause 6.1.8 above); 10.2.16 except to the extent necessary to fulfil the Vendor’s obligations under Clause 8, 6.1.15 permit any of its insurances existing and in force as of the date of this Agreement to lapse or do anything which would make any such policy of insurance void or voidablevoidable or to enter into any new insurance policy other than those existing and in force as of the date of this Agreement; 10.2.17 make 6.1.16 issue, pledge or sell any charitable donations to shares or capital stock or issue or sell any person; 10.2.18 make any payments to the Vendor unless in the ordinary course of business as disclosed in the Disclosure Letterwarrants, options, notes, bonds or other securities, whether or not exercisable for (or convertible into) shares or capital stock; or 10.2.19 6.1.17 negotiate or agree, conditionally conditional or otherwise, to do any of the foregoing. 10.3 Save as expressly provided herein, the Vendor shall use their best endeavours to procure that the employees of the Target Group at the date hereof remain and continue as employees of the Target Group after Completion. 10.4 As from 6.2 From the date of this Agreement, without prejudice to Clause 10, solely in connection with the Purchaser's proposed integration of the Group following Completion, the Vendor shall give and shall procure that the Purchaser and/or or any persons authorised Persons authorized by it will for be given at the purpose of satisfying itself as to the accuracy sole expense of the Warranties be given Purchaser, such access to the premises and all books, title deeds, records and accounts of each member of the Target Group as the Purchaser may reasonably request and be permitted to take copies of any such books, deeds, records and accounts and that the Directors directors, officers and employees of each member of the Target Group shall be instructed to give reasonably promptly all such information and explanations to any such persons Persons as aforesaid as may reasonably be requested by it or themthem in each case, upon reasonable notice in advance, during normal business hours of such members of the Group (or, where necessary, such access to the Vendor or its Associates) and without any undue disruption to the business of the Group (or, where necessary, such access to the Vendor or its Associates). 10.5 6.3 The Vendor agrees Purchaser hereby undertakes that from the date hereof through the Completion (or if there is no it and its Associates will not, prior to Completion, save as required by applicable law or by the date applicable rules of any relevant supervisory or regulatory body or securities exchange to which it or its Associates are subject or unless with the prior consent of the Vendor in writing has been given (which consent may not be unreasonably withheld or delayed or conditioned), make any announcement in connection with this Agreement is rescinded), neither the Target Group nor the Vendor will, directly or indirectly, through divulge any affiliate, officer, director, manager, shareholder and/or advisor or otherwise, except in furtherance of the transactions contemplated by this Agreement:- 10.5.1 solicit, initiate, or encourage submission of proposals or offers from any person confidential information relating to any transactions contemplated herein or to the acquisition and/or financing member of the Target Group obtained by it pursuant to this Clause 6 to any Person other than its own directors, officers, employees or professional advisers; provided if the Purchaser or its business, Associates is required to make such announcement by applicable law or any portion thereof, whether by purchase of assets or stock, merger, consolidation, recapitalization, reorganization or other transaction (collectively, referred to in this Clause as an “Acquisition Proposal”); 10.5.2 participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any person; or 10.5.3 enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal. 10.6 The Vendor shall promptly notify the Purchaser in writing applicable rules of any inquiryrelevant supervisory or regulatory body or securities exchange to which it or its Associates is subject, proposal or offer relating to an Acquisition Proposal by any personthe Purchaser, including the terms of such inquiry, proposal or offer and the name of the person initiating such inquiry, proposal or offer. 10.7 The Purchaser shall use all commercially reasonable effort and shall co-operate with the Vendor and BESI in the preparationshall, as soon as practicablepracticable prior to such announcement is made, deliver a draft of all filingssuch announcement to the Vendor and, applications or other documents required to be filed or submitted by BESI under the U.S. Securities Exchange Act 1934 extent reasonable in the sole opinion of the Purchaser and other in accordance with such applicable laws and rules, incorporate any comments which the Vendor may have in connection with the transactions contemplated by this Agreement upon the prior written request respect of the Vendor or BESI. The Purchaser shall use all commercially reasonable efforts and shall co-operate with the Vendor and BESI in taking any other actions necessary to obtain contents of such regulatory or other approvals and consents at the earliest practicable time, including participating in any required hearings or proceedings upon the prior written request of the Vendor or BESI. Each of the Purchaser, the Vendor, and BESI shall pay its respective costs incurred in connection with such preparation and taking such actions, provided, however, if the Purchaser is required to pay any third party in connection therewith, the Vendor shall pay such costsdraft announcement.

PRE-COMPLETION OBLIGATIONS. 10.1 8.1 The Vendor shall procure that, Company agrees to the Purchaser that from the date of this Agreement until Completionto the Completion Date, except as otherwise permitted the Company and or required by this Agreement its subsidiaries shall not do or with procure to do any of the prior following without the express written consent of the Purchaser, the Target Group will:-and such consent shall not be unreasonably withheld. 10.1.1 conduct its business in the ordinary course of business and substantially in the same manner as presently operated and use reasonable commercial efforts to maintain the Target Group’s assets and relationships with other persons as a going concern(a) Issue any shares; 10.1.2 duly and timely file or cause to be filed all reports and returns required to be filed with any governmental or official authority and promptly pay or cause to be paid when due all Taxes, unless diligently contested in good faith by appropriate proceedings; and 10.1.3 manage its working capital in a manner consistent with past practice, including paying outstanding obligations as they become due and in accordance with their terms. 10.2 The Vendor shall procure that, from the date of this Agreement until Completion, the Target Group shall not, without the prior written consent of the Purchaser:- 10.2.1 enter into or vary any contract nor assume any liability which is outside the ordinary or proper course of its business or which is long term, unusual or onerous; 10.2.2 enter into any capital commitment (whether by way of purchase, lease, hire purchase or otherwise); 10.2.3 make any change in the nature, scope or organisation of its business nor b) dispose of the whole or agree to dispose of its undertaking or property or a substantial part thereof; 10.2.4 acquire or form any subsidiary nor acquire any shares in any company nor acquire the whole or any substantial part of the undertakings, assets or business of any other company or any firm or person or enter into any joint venture or partnership with any other person; 10.2.5 make any loans or grant any credit (other than credit given option in the normal course respect of trading and advances made to employees against expenses incurred by them on any part of its behalf)assets; 10.2.6 (c) borrow any money or make any payments out of or drawings on its bank accounts (except account(s) other than routine payments in the ordinary course of business)payments; 10.2.7 (d) enter into any guarantee, indemnity unusual or suretyabnormal contract or commitment; 10.2.8 (e) make any changes in the terms of employment of any of its employees or in any arrangements with its consultants (except routine increases in compensation payments in the ordinary course of business)loan; 10.2.9 change (or announce to employees any proposal to changef) the terms of the Target Group’s participation in any scheme of the MPF Ordinance, or fail to make any contribution (or other payment) which is required of it under the MPF Ordinance, or fail to meet any obligation of any kind whatsoever under the MPF Ordinance; 10.2.10 acquire or dispose of or grant any option or right of pre-emption in respect of any material asset or any interest nor give nor receive any service otherwise than at market value; 10.2.11 acquire or dispose of any freehold or leasehold property or grant any lease or third party right in respect of any of the Current Properties; 10.2.12 acquire or dispose of any asset or property with a value of HK$50,000 or above; 10.2.13 enter into any leasing, leasing hire purchase agreement or any other agreement or arrangements for payment on deferred terms, other than in the ordinary course of business; 10.2.14 grant or enter into any licence, franchise or other agreement or arrangement concerning any part of its name, trading names or know-how; 10.2.15 (g) declare, make or pay any dividend or distributionother distribution or do or suffer anything which may render its financial position less favorable than as at the date of this Agreement; 10.2.16 except (h) grant or issue or agree to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnities; (i) make any change in the extent necessary to fulfil terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the Vendor’s obligations under Clause 8, employment of any person; (j) permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; 10.2.17 make (k) create issue or grant any charitable donations option in respect of any class of share or loan capital or agree so to any persondo; 10.2.18 make (l) in any payments to the Vendor unless in other way depart from the ordinary course of its respective day-to-day business either as regards the nature scope or manner of conducting the same; (m) alter any provisions of its memorandum or articles of association or other constitutional documents; (n) voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; or (o) do anything whereby its financial position will be rendered less favorable than at the date hereof. 8.2 The Company warrants and undertakes that, as at the Completion Date the Company shall have no liability (including known, actual or contingent) other than amounts disclosed in the Disclosure Letter; or 10.2.19 agree, conditionally or otherwise, to do any of the foregoingCompletion Accounts. 10.3 Save as expressly provided herein, the Vendor shall use their best endeavours to procure that the employees of the Target Group at the date hereof remain and continue as employees of the Target Group after Completion. 10.4 As from the date of this Agreement, the Vendor shall give and shall procure that the Purchaser and/or any persons authorised by it will for the purpose of satisfying itself as to the accuracy of the Warranties be given such access to the premises and all books, title deeds, records and accounts of the Target Group as the Purchaser may reasonably request and be permitted to take copies of any such books, deeds, records and accounts and that the Directors and employees of the Target Group shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. 10.5 The Vendor agrees that from the date hereof through the Completion (or if there is no Completion, the date this Agreement is rescinded), neither the Target Group nor the Vendor will, directly or indirectly, through any affiliate, officer, director, manager, shareholder and/or advisor or otherwise, except in furtherance of the transactions contemplated by this Agreement:- 10.5.1 solicit, initiate, or encourage submission of proposals or offers from any person relating to any transactions contemplated herein or to the acquisition and/or financing of the Target Group or its business, or any portion thereof, whether by purchase of assets or stock, merger, consolidation, recapitalization, reorganization or other transaction (collectively, referred to in this Clause as an “Acquisition Proposal”); 10.5.2 participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any person; or 10.5.3 enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal. 10.6 The Vendor shall promptly notify the Purchaser in writing of any inquiry, proposal or offer relating to an Acquisition Proposal by any person, including the terms of such inquiry, proposal or offer and the name of the person initiating such inquiry, proposal or offer. 10.7 The Purchaser shall use all commercially reasonable effort and shall co-operate with the Vendor and BESI in the preparation, as soon as practicable, of all filings, applications or other documents required to be filed or submitted by BESI under the U.S. Securities Exchange Act 1934 and other applicable laws in connection with the transactions contemplated by this Agreement upon the prior written request of the Vendor or BESI. The Purchaser shall use all commercially reasonable efforts and shall co-operate with the Vendor and BESI in taking any other actions necessary to obtain such regulatory or other approvals and consents at the earliest practicable time, including participating in any required hearings or proceedings upon the prior written request of the Vendor or BESI. Each of the Purchaser, the Vendor, and BESI shall pay its respective costs incurred in connection with such preparation and taking such actions, provided, however, if the Purchaser is required to pay any third party in connection therewith, the Vendor shall pay such costs.