Before Party Sample Clauses

Before Party. A (or a qualified entity designated by Party A) has acquired all the equity or assets of Party D by exercising the purchase option provided hereunder, Party D shall not: 5.1.1 sell, assign, mortgage or otherwise dispose of, or create any encumbrance on, any of its assets, operations or any legal or beneficiary interests with respect to its revenues (unless such sale, assignment, mortgage, disposal or encumbrance is relating to its daily operation or has been disclosed to and agreed by Party A in writing); 5.1.2 enter into any transaction which may materially affect its assets, liability, operation, equity or other legal rights (unless such transaction is relating to its daily operation or has been disclosed to and agreed by Party A in writing); and 5.1.3 distribute any dividend to its shareholders in any manner.

Before Party. A (or its nominees) exercises the Option to obtain all Equity Interests or assets of Party C, unless with express written consent from Party A or its parent (or any nominees of Party A), none of Party B may jointly or individually: (a) Make any supplement, modification or amendment to any charter documents of Party C, provided that such supplement, modification or amendment will materially adversely affect any assets, liabilities, operations, Equity Interests or any other entitlements of Party C (other than making proportional increase of capital contribution required by laws), or may affect this Agreement or the performance of any other agreements to which Party A, Party B or Party C is a party; (b) Cause Party C to enter into any transaction which will materially adversely affect any assets, liabilities, operations, Equity Interests or any other entitlements of Party C, other than those made during the normal or ordinary course of business, or having received express consent from Party A; (c) Cause the adoption of any resolution approving distribution of any dividends or bonuses at the shareholders meeting of Party C; (d) From the date of this Agreement, sell, transfer, secure or otherwise dispose any legal or beneficial interest in the Equity Interests of Party C, or allow creation of any other security interests thereupon; (e) Cause approval to sell, transfer, secure or otherwise dispose any legal or beneficial interest in the Equity Interests of Party C at its shareholders meeting, or allow creation of any other security interests thereupon; (f) Cause approval of Party C to merge or consolidate with, or acquire or invest in any person, or effect any restructuring at its shareholders meeting; and (g) Make voluntary dissolution, liquidation or wind-up of Party C.

Before Party. A (or its designated third parties) exercises the option and acquires 100% equity interest or assets of Beijing Technology, each of Party B undertakes to: (a) immediately notify Party A in writing of any action, arbitration or administrative proceedings in respect of the equity owned by Party A that has occurred or may occur, or any circumstance that may have any adverse effect on such equity interest; (b) cause the shareholders meeting of Beijing Technology to approve any transfer of equity interests purchased under this Agreement, cause Beijing Technology to modify its Articles of Association to reflect the transfer of equity from Party B to Party A and/or its designated third parties, as well as other changes as set out herein, and immediately apply to competent authority of China for approval (as may be required by the law) and registration of changes, and cause Beijing Technology to approve the appointment of any persons assigned by Party A and/or its designated third parties as new directors and new legal representative via shareholders meetings; (c) execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary charges or and provide necessary and appropriate defense against all claims for the purpose of maintaining its legitimate and valid ownership in respect of its equity interest; (d) as required by Party A from time to time, unconditionally and immediately transfer its equity interest to any third party as designated by Party A, and waive its right of first refusal in relation to said equity transfer by another existing shareholder; and (e) comply with this Agreement and any other contracts as executed by and between Party A and Party B individually or jointly in all respects, effectively perform all obligations under such contracts, and refrain from any acts/omissions suffice to affect the validity and enforceability of this Agreement.

Before Party. A (or its designated third parties) exercises the option and acquire 100% equity or assets of Beijing Technology, unless as expressly approved in writing by Party A (or its designated third parties), Party B may not by individually or jointly: (a) in any way make any additions, changes or modifications to the constitutional documents of Beijing Technology that may cause material adverse effect on the asset, liability, operation, equity interest or other legitimate rights of NetQin Technology (except for same percentage increment for compliance with the law), or on the effective performance of this Agreement, and other agreements executed by Party A, Party B and Beijing Technology; (b) procure Beijing Technology to conclude any transaction that may have material adverse effect on the asset, liability, operation, equity interest and other legitimate rights of Beijing Technology (unless as arising from normal or daily business process or as disclosed to and expressly approved in writing by Party A in advance); (c) procure the shareholders meeting of Beijing Technology to adopt any resolution of distribution of any dividend and bonus; (d) sell, transfer, charge or otherwise dispose of any legitimate or beneficiary interest of any equity interest of Beijing Technology, or permit any other security interest to be set thereon at any time following the effectiveness of this Agreement; (e) procure a shareholders meeting of Beijing Technology to approve the sale, transfer, charge or otherwise disposal of any legitimate and beneficiary interests of any equity, or permit any other security interest to be set thereon; (f) cause a shareholders meeting of Beijing Technology to approve any consolidation or association of Beijing Technology with any other person, or acquisition of any person or investment in any person, or reorganization in any other form; or (g) voluntarily wind up, liquidate or dissolve Beijing Technology.

Before Party. A (or any third party designated by Party A) acquires 100% equity or interest of Party C by exercising the option, unless with prior written consent of Party A (or any third party designated by Party A), Party C may not: (a) sell, transfer, pledge or otherwise dispose any asset, business or income, or allow creation of any other security interest thereon, except during ordinary or routine course of business or having been disclosed to and received express prior written consent from Party A; (b) conclude any transaction which may have material adverse effect on its assets, liabilities, operations, equity interest or other legitimate rights, except during ordinary or routine course of business or having been disclosed to and received express prior written consent from Party A; (c) distribute any dividend or bonus to its shareholders; (d) incur, assume, provide security for or permit existence of any debt, except for (i) any debt incurred during ordinary or routine course of business and not from borrowing; or (ii) any debt which has been disclosed to and received express prior written consent from Party A; (e) execute any material contract, except during ordinary or routine course of business (for purposes of this paragraph, a contract with a value exceeding RMB 50,000 shall be deemed as a material contract); (f) increase or decrease the registered capital of Party C at any shareholders meeting or otherwise change the structure of its registered capital; (g) make any supplement, change or amendment to the articles of association of Party C; or (h) merge or form alliance with, acquire or invest in any person.

Before Party. A (or its designated third parties) exercises the option and acquires 100% equity or interest of Beijing Technology, and unless as approved by Party A (or its designated third parties) in writing, Beijing Technology may not: (a) sell, transfer, pledge or otherwise dispose of any asset, business or earning, or allow any other security interest to be set thereon (unless as arising during normal or daily business process or as disclosed to Party A and approved expressly in writing by Party A in advance); (b) conclude any transaction that may cause material adverse effect on its asset, liability, operation, equity interest or other legitimate rights (unless as arising during normal or daily business process or as disclosed to and approved expressly in writing by Party A in advance); (c) distribute any dividend or bonus to its shareholders by any means; (d) incur, inherit, secure for or permit the existence of any liability, except for (i) any liability arising from borrowing due to any insufficiency in normal or daily business process; or (ii) any liability as disclosed to and approved expressly in writing by Party A; (e) execute any important contracts, excluding such contracts as executed during normal business process (for the purposes of this paragraph, a contract with a value exceeding RMB150,000 shall be taken as an important contract); (f) increase or decrease the registered capital of Beijing Technology through shareholders meetings or otherwise change the structure of the registered capital; (g) make additions, changes or modifications to the Articles of Association of Beijing Technology; or (h) consolidate or associate with any other person, or acquire any person or invest in any person.

Before Party. A (or its designated third parties) exercises the option and acquire 100% equity or assets of FL MOBILE, unless as expressly approved in writing by Party A (or its designated third parties), Party B may not by individually or jointly: (a) in any way make any additions, changes or modifications to the constitutional documents of FL MOBILE that may cause material adverse effect on the asset, liability, operation, equity interest or other legitimate rights of FL MOBILE (except for same percentage increment for compliance with the law), or on the effective performance of this Agreement, and other agreements executed by Party A, Party B and FL MOBILE; (b) procure A to conclude any transaction that may have material adverse effect on the asset, liability, operation, equity interest and other legitimate rights of FL MOBILE (unless as arising from normal or daily business process or as disclosed to and expressly approved in writing by Party A in advance); (c) procure the shareholders meeting of FL MOBILE to adopt any resolution of distribution of any dividend and bonus; (d) sell, transfer, charge or otherwise dispose of any legitimate or beneficiary interest of any equity interest of FL MOBILE, or permit any other security interest to be set thereon at any time following the effectiveness of this Agreement; (e) procure a shareholders’ meeting of FL MOBILE to approve the sale, transfer, charge or otherwise disposal of any legitimate and beneficiary interests of any equity, or permit any other security interest to be set thereon; (f) cause a shareholders’ meeting of FL MOBILE to approve any consolidation or association of FL MOBILE with any other person, or acquisition of any person or investment in any person, or reorganization in any other form; or (g) voluntarily wind up, liquidate or dissolve FL MOBILE.

Before Party. A (or its designated third party) exercising option rights and acquiring the entire equity or interest in Luji Technology, except obtaining the written consent of Party A (or its designated third party), Party B shall not jointly or separately: (a) supplement, change or modify Articles of Association of Luji Technology of Luji Technology in any form, and such supplements, changes or modifications will materially adversely affect Luji Technology's assets, liabilities, operations, equity and other legal rights (except increase capital in the same proportion to meet requirements of laws), or may affect the effective implementation of this Agreement and other agreements signed by Party A, Party B and Luji Technology; (b) assist Luji Technology to reach a transaction that have material adverse impact on its assets, liabilities, operations, equity and other legal rights (except arising in normal or daily business process or disclosed to Party A and obtaining prior written content of Party A); (c) promote the resolution of dividends and bonuses by shareholders of Luji Technology; (d) sell, transfer, mortgage or dispose legal or beneficial interest in any share of Luji Technology at any time from the effective date of this contract, or permit any other security interest; (e) promote shareholders’ meeting of Luji Technology to approve the sale, transfer, mortgage or dispose legal or beneficial interest in any equity, or permit any other security interest; (f) promote shareholders’ meeting of Luji Technology to approve the merger or association with any individual, or acquire or invest in any individual, or any other forms of reorganization; (g) Perform self-financing, liquidation or dissolution of Luji Technology.

Before Party. A starts any Mast Maintenance Services, the Parties shall conduct joint testing and inspection of such mast, so as to determine its conditions and quality status. Such conditions and quality status as determined by the Parties will be kept on file.