Common use of Restrictions on Actions between Execution and Completion Clause in Contracts

Restrictions on Actions between Execution and Completion. From the date hereof until the Completion Date, other than as set forth in this Agreement or other Transaction Documents, the Company shall not, without the prior written consent of the Investor, and shall not permit any other Group Member to: (a) amend, modify or waive any provision or provisions of any Transaction Document; (b) make any distribution of profits by way of interim or final dividend, capitalization of reserves or otherwise; (c) appoint or change the accounting firm responsible for the audit of the Group, or make any material change of accounting or audit policies of any Group Member other than such change required by relevant accounting standards or the auditor of the Company or by law; (d) make any investment or any capital expenditure or incur any commitment outside the ordinary course of business in an aggregate amount exceeding US$5,000,000; (e) approve transactions exceeding US$1,000,000 involving the interest of any Related Party, or waive or make adjustments or modifications which has an effect of exceeding US$1,000,000 to the terms of any transactions involving the interests of any Related Party, in each case other than the transactions expressly contemplated in the Transaction Documents; (f) borrow any money or obtain any financial facilities in an aggregate amount exceeding US$5,000,000 in the aggregate, except for renewal of any existing debts of the Company; (g) except for Encumbrances which exists prior to the date hereof, create or allow to exist any Encumbrances in excess of US$5,000,000 in the aggregate of any nature securing obligations on any of the property, undertaking, assets or rights of any Group Member; (h) acquire, sell, transfer, license, or otherwise dispose in any form of any asset including any trademarks, patents or other intellectual property owned by any Group Member, other than the sales of products to customers or non-material purchases of supplies and equipment not exceeding US$5,000,000 in total costs in the ordinary course of business consistent with past practice; (i) make any alteration or amendment to the Company Charter Documents or the charter documents of any other Group Member, or change the size or composition of its board of directors or any committee thereof other than as contemplated under the Transaction Documents; (j) approve the execution or termination of any material contract by any Group Member that is not in the ordinary course of business and consistent with past practice of the Group; (k) cease to conduct or carry on business in substantially the form as now conducted, approve the development of any new line of business or materially change any part of its business activities; (l) settle, compromise or concede any litigation, legal proceedings, arbitration, mediation or any other dispute resolution procedures, except where the amount of the claim is less than US$5,000,000; (m) terminate the employment of any Senior Manager; or (n) commence any bankruptcy or insolvency related proceeding.

Restrictions on Actions between Execution and Completion. From the date hereof until the Completion Date, other than as set forth in this Agreement or other Transaction Documents, the Company shall not, without the prior written consent of the Investor, and shall not permit any other Group Member to: (a) amend, modify or waive any provision or provisions of any Transaction Document; (b) make any distribution of profits by way of interim or final dividend, capitalization of reserves or otherwise; (c) appoint or change the accounting firm responsible for the audit of the Group, or make any material change of accounting or audit policies of any Group Member other than such change required by relevant accounting standards or the auditor of the Company or by law; (d) make any investment or any capital expenditure or incur any commitment outside the ordinary course of business in an aggregate amount exceeding US$5,000,000; (e) approve transactions exceeding US$1,000,000 involving the interest of any Related Party, or waive or make adjustments or modifications which has an effect of exceeding US$1,000,000 to the terms of any transactions involving the interests of any Related Party, in each case other than the transactions expressly contemplated in the Transaction Documents; (f) save for the Existing Repurchase Program, increase, reduce or cancel the authorized or issued Equity Securities of any Group Member or issue, allot, purchase or redeem any Equity Securities of any Group Member, undertake any recapitalization or similar transaction or do any act which has the effect of diluting or reducing the current and prospective shareholding of the holders of the Notes on a fully diluted basis in any Group Member; or amend, modify or waive any provision of any document related to any authorized or issued Equity Securities of any Group Member; (g) make any offers or sales of any security or solicit any offers to buy any Equity Security, under circumstances that would require registration of any of the Notes under the 1933 Act, whether through integration with prior offerings or otherwise; (h) borrow any money or obtain any financial facilities in an aggregate amount exceeding US$5,000,000 1,000,000 in the aggregate, except for renewal of any existing debts of the Company; (gi) except for Encumbrances which exists prior to the date hereof, create or allow to exist any Encumbrances in excess of US$5,000,000 1,000,000 in the aggregate of any nature securing obligations on any of the property, undertaking, assets or rights of any Group Member; (hj) enter into any reorganization, consolidation, merger, joint venture or partnership, or acquire, sell, transfer or dispose any Equity Securities of any Person; (k) acquire, sell, transfer, license, or otherwise dispose in any form of any asset including any trademarks, patents or other intellectual property owned by any Group Member, other than the sales of products to customers or non-material purchases of supplies and equipment not exceeding US$5,000,000 1,500,000 in total costs in the ordinary course of business consistent with past practice; (il) make any alteration or amendment to the Company Charter Documents or the charter documents of any other Group Member, or change the size or composition of its board of directors or any committee thereof other than as contemplated under the Transaction Documents; (jm) approve any budget or business plan of any Group Member or any modification thereto, or approve the execution or termination of any material contract Material Contract by any Group Member that is not in the ordinary course of business and consistent with past practice of the Group; (kn) cease to conduct or carry on business in substantially the form as now conducted, approve the development of any new line of business or materially change any part of its business activities; (lo) settle, compromise or concede any litigation, legal proceedings, arbitration, mediation or any other dispute resolution procedures, except where the amount of the claim is less than US$5,000,0001,500,000; (mp) terminate the employment of any Senior Manager; or (nq) commence any bankruptcy or insolvency related proceeding.

Restrictions on Actions between Execution and Completion. From None of HK Pzoom or the Contract Assignors shall, and Selling Shareholder and Founder shall procure that HK Pzoom or any of the Contract Assignors shall not (save only as may be necessary to give effect to or consummate the transactions contemplated under this Agreement), do, allow or procure any act or omission before the Completion Date which would constitute a material breach of any of the Selling Party Warranties if they were given at any and all times from the date hereof down to the Completion Date or which would make any of the Selling Party Warranties inaccurate or misleading in any material respect if they were so given. In addition and without limiting the foregoing, from the date of this Agreement until the Completion DateCompletion, other than HK Pzoom shall not take, and Selling Shareholder and Founder shall ensure that HK Pzoom shall not (save only as set forth in may be necessary to give effect to or consummate the transactions contemplated under this Agreement or other Transaction DocumentsAgreement), take any of the Company shall not, actions listed below without the prior written consent of the Investor, and shall not permit any other Group Member toPurchasers: (aA) amendmake any alteration to its memorandum or articles of association or any other document or agreement establishing, modify evidencing or relating to its constitution or operation; (B) alter the nature or scope of its business; (C) manage its business otherwise than in accordance with its business and trading policies and practice to date, except as may be necessary to comply with changes in the Law; (D) enter into any agreement or arrangement or permit any action whereby another company becomes its subsidiary or subsidiary undertaking; (E) enter into any contract, agreement or other arrangement affecting any of the Purchased Assets, Assumed Liabilities or the Business or that would be an Assigned Contract, or violate, amend or otherwise modify, in any material respect, or waive any provision of the material terms or provisions terminate or accept a surrender of any Transaction Documentsuch contract, agreement or arrangement; (bF) make transfer, or grant any distribution license or other rights with respect to, any Trademarks that would prevent the enforceability of profits by way of interim or final dividend, capitalization of reserves or otherwiseany Trademark License Agreement; (cG) appoint incur or change the accounting firm responsible for the audit of the Group, fail to pay or make otherwise fail to satisfy any material change of accounting or audit policies of any Group Member other than such change required by relevant accounting standards or the auditor of the Company or by lawLiability that would be an Assumed Liability; (dH) make enter into any investment or any capital expenditure or incur any commitment outside the ordinary course of business in an aggregate amount exceeding US$5,000,000transaction other than on arms’ length terms and for full and proper consideration; (eI) approve transactions exceeding US$1,000,000 involving acquire (whether by one transaction or by a series of transactions) the interest whole or a substantial or material part of the business, undertaking or assets of any Related Party, or waive or make adjustments or modifications which has an effect of exceeding US$1,000,000 to the terms of any transactions involving the interests of any Related Party, in each case other than the transactions expressly contemplated in the Transaction DocumentsPerson; (fJ) borrow any money dispose of (whether by one transaction or obtain any financial facilities in an aggregate amount exceeding US$5,000,000 in the aggregate, except for renewal by a series of any existing debts of the Company; (gtransactions) except for Encumbrances which exists prior to the date hereof, create or allow to exist any Encumbrances in excess of US$5,000,000 in the aggregate of any nature securing obligations on any of the property, undertaking, its assets or rights of any Group Member; a material nature (h) acquire, sell, transfer, license, or otherwise dispose in any form of any asset including any trademarks, patents or other intellectual property owned by any Group Member, other than the sales of products to customers or non-material purchases of supplies and equipment not exceeding US$5,000,000 in total costs except in the ordinary course of business consistent with past practicebusiness); (iK) make incur any alteration capital expenditure in excess of US$300,000 (or amendment to the Company Charter Documents or the charter documents of its equivalent in any other Group Member, or change the size or composition of its board of directors or any committee thereof other than as contemplated under the Transaction Documentscurrency); (jL) approve take any loans, borrowings or other form of funding or financial facility or assistance, or enter into any foreign exchange contracts, interest rate swaps, collars, guarantees or agreements or other interest rate instruments or any contracts or arrangements relating to derivatives or differences, or in respect of which the execution financial outcome is to any extent dependent upon future movements of an index or termination rate of currency exchange or interest, or in the future price of any material contract by any Group Member that is not in the ordinary course of business and consistent with past practice of the Groupsecurities or commodities; (kM) cease grant any loans or other financial facilities or assistance to conduct or carry on business in substantially any guarantees or indemnities for the form as now conducted, approve the development benefit of any new line of business person or materially change create or allow to subsist any Encumbrance over the whole or any part of its business activitiesundertaking, property or assets; (lN) settleenter into any joint venture, partnership or agreement or arrangement for the sharing of profits or assets; (O) enter into any death, retirement, profit sharing, bonus, share option, share incentive or other scheme for the benefit of any of its officers or employees or make any variation (including, but without limitation, any increase in the rates of contribution) to any such existing scheme or effect any key man insurance; (P) commence, compromise or concede discontinue any litigation, legal proceedings, arbitration, mediation or any arbitration proceedings (other dispute resolution procedures, except where the amount of the claim is less than US$5,000,000routine debt collection); (mQ) terminate prematurely repay or prepay any loans, borrowings or other financial facilities or assistance made available to it; (R) declare, make or pay any dividend or distribution (other than as agreed between the employment Parties) (whether of capital or of profits); (S) pay any Senior Managerremuneration, fee or other sum to a shareholder of it, any person connected with or controlled by such shareholder ; or (nT) commence enter into any bankruptcy agreement or insolvency related proceedingobligation to do anything prohibited by Sections 4.5(A) to 4.5(S) inclusive. In addition and without limiting the foregoing, from the date of this Agreement until the Completion, none of the Contract Assignors shall take, and Selling Shareholder and Founder shall ensure that none of the Contract Assignors shall not (save only as may be necessary to give effect to or consummate the transactions contemplated under this Agreement), take any of the actions listed below without prior written consent of Purchasers: (U) terminate any Key Employee unless pursuant to Section 4.3 hereof; (V) accelerate the timing for any payment under the Accounts Receivables; or (W) enter into any agreement or obligation to do anything prohibited by Sections 4.5(U) and 4.5 (V).

Restrictions on Actions between Execution and Completion. From the date hereof until the Completion Date, other than as set forth in this Agreement or Agreement, other Transaction DocumentsDocuments or as set forth in Section 6(pp) of the Disclosure Schedule, the Company shall not, and shall not permit any other Group Member to, without the prior written consent of the Investor, and which consent if it is to be given shall not permit any other Group Member tobe unreasonably delayed: (a) amend, modify or waive any provision or provisions of any Transaction Document; (b) make any distribution of profits by way of interim or final dividend, capitalization of reserves or otherwise; (c) appoint or change the accounting firm responsible for the audit of the Group, or make any material change of accounting or audit policies of any Group Member other than such change required by relevant accounting standards or the auditor of the Company or by lawCompany; (d) make any investment or any disposition that is not in the ordinary course of business of the Group or make any capital expenditure or incur any commitment outside the ordinary course of business in an aggregate amount exceeding US$5,000,0002 million; (e) approve approve, waive or make adjustments or modifications to the terms of transactions exceeding US$1,000,000 involving the interest of any Related Party, Party with the transaction value individually or waive or make adjustments or modifications which has an effect of in the aggregate exceeding US$1,000,000 to the terms of any transactions involving the interests of any Related Party2 million, in each case other than the transactions (x) expressly contemplated in the Transaction DocumentsDocuments and (y) solely between or among the Group Members; (f) increase, reduce or cancel the authorized or issued Equity Securities of any Group Member or issue, allot, purchase or redeem any Equity Securities of any Group Member, undertake any recapitalization or similar transaction or do any act which has the effect of diluting or reducing the effective shareholding of the holders of the Series D Preferred Stock on a fully-diluted basis in any Group Member; amend, modify or waive any provision of any document including any certificate of designation related to any authorized or issued Equity Securities of any Group Member; (g) make any offers or sales of any security or solicit any offers to buy any security, under circumstances that would require registration of any shares of the Series D Preferred Stock under the 1933 Act, whether through integration with prior offerings or otherwise; (h) borrow any money or obtain any financial facilities in an aggregate amount exceeding US$5,000,000 in the aggregate, except for renewal of any existing debts of the Company2 million; (gi) except for Encumbrances which exists prior to the date hereof, create or allow to exist any Encumbrances in excess of US$5,000,000 in the aggregate Encumbrance of any nature securing obligations in an aggregate amount exceeding US$2 million whatsoever on any of the property, undertaking, assets or rights of any Group Member; (hj) enter into any reorganization, consolidation, merger, joint venture or partnership, or acquire, sell, transfer or dispose any Equity Securities of any Person; (k) acquire, sell, transfer, license, or otherwise dispose in any form of any asset including any trademarks, patents or other intellectual property owned by any Group Member, other than the sales of products to customers or non-material purchases of supplies and equipment not exceeding US$5,000,000 in total costs in the ordinary course of business consistent with past practicebusiness; (il) make any alteration or amendment to the Company Charter Documents or the charter documents of any other Group Member, or change the size or composition of its board of directors or any committee thereof other than as contemplated under the Transaction Documents; (jm) approve any budget or business plan of any Group Member or any modification thereto, or approve the execution or termination of any material contract Material Contract by any Group Member that is not in the ordinary course cause of business and consistent with past practice of the Group; (kn) cease to conduct or carry on business in substantially the form as now conducted, approve the development of any new line of business or materially change any part of its business activities; (lo) settle, compromise or concede any litigation, legal proceedings, arbitration, mediation or any other dispute resolution procedures, except where the amount of the claim is less than US$5,000,000; (mp) employ or terminate the employment of any Senior Manager; or (nq) commence conduct any bankruptcy or insolvency related proceeding.