Covenants of Party A. During the Transition Period, Party A (as the actual operator of Party E) hereby covenants as follows: 2.3.1 Party A shall cause Party E to provide Party B with quarterly financial statement within 45 days from the end of such quarter and an audited annual financial statement within 120 days following the end of the fiscal year of Party E. 2.3.2 Party A shall ensure that during the term of this Agreement, Party E shall only engage in the Security Services Business (as defined in the Amended Acquisition Agreement), the Government Application Services Business (as defined in the Amended Acquisition Agreement) and the IT System Operation Services Business (as defined in the Amended Acquisition Agreement), provided that Party E shall only engage in the Government Application Services Business and the IT System Operation Services Business for a period of one year after October 19, 2004 to the extent the operation of such business requires the Information System Integration Qualification held by Party E, any of the Security Business Permits in category (vii) of the definition of “Security Business Permit” (as defined in the Amended Acquisition Agreement) held by Party E or LHL, or to the extent PRC law or regulation requires that such business be operated by a domestic PRC company, subject to further extension in accordance with the Amended Acquisition Agreement. 2.3.3 Without prior consent of Party B (which consent shall not be unreasonably withheld), Party A shall ensure Party E will not conduct the following activities: 2.3.3.1 to supplement, change or amend the articles and bylaws of Party E, increase or decrease its registered capital, or otherwise change the structure of registered capital of Party E; 2.3.3.2 to sell, transfer, mortgage or dispose of in any manner any assets of Party E or legal or beneficial interest in the business or revenues of Party E, or allow the encumbrance thereon of any security interest; 2.3.3.3 to execute any loan agreement for an amount in excess of one million US Dollars (US$1,000,000.00) within one fiscal year with any bank or any other financial institutions, or to provide any security (including guarantee, pledge or mortgage) for the interest of any other entities; 2.3.3.4 to change the business scope of Party E; 2.3.3.5 to change the name of Party E; 2.3.3.6 to make any investment (provided, that, the establishment of branch or office of Party E shall not be restricted by this provision to the extent that such branch or office of Party C shall only conduct the Security Services Business (as defined in the Amended Acquisition Agreement), the Government Application Services Business (as defined in the Amended Acquisition Agreement) and the IT System Operation Services Business (as defined in the Amended Acquisition Agreement)). 2.3.4 PRC laws and regulations, and shall ensure that Party E shall not conduct any illegal matters. 2.3.5 Upon the transfer of the Equity Interest from the Seller to Party A, Party A shall promptly cause Party E to cease to use, “Lenovo” or “Legend” as a part of its trade name, except as otherwise provided in the Trademark License Agreement.
Appears in 1 contract
Sources: Equity Transfer Arrangement Agreement (Asiainfo Holdings Inc)
Covenants of Party A. During the Transition Period, Party A (as the actual operator of Party EC) hereby covenants as follows:
2.3.1 Party A shall cause Party E C to provide Party B with quarterly financial statement statements within 45 days from the end of such each quarter and an audited annual financial statement statements within 120 days following the end of the each fiscal year of Party E.C.
2.3.2 Party A shall ensure that during the term of this Agreement, Party E C shall only engage in the Security Services Business (as defined in the Amended Acquisition Agreement), the Government Application Services Business (as defined in the Amended Acquisition Agreement) and the IT System Operation Services Business (as defined in the Amended Acquisition Agreement), provided that Party E C shall only engage in the Government Application Services Business and the IT System Operation Services Business for a period of one year after October 19, 2004 to the extent the operation of such business requires the Information System Integration Qualification held by Party E, any of the Security Business Permits in category (vii) of the definition of “Security Business Permit” (as defined in the Amended Acquisition Agreement) held by Party E or LHLC, or to the extent PRC law or regulation requires that such business be operated by a domestic PRC company, subject to further extension in accordance with the Amended Acquisition Agreement.
2.3.3 Without During the Transition Period, without prior consent of Party B (which consent shall not be unreasonably withheld), Party A shall ensure that Party E will C shall not conduct the following activities:
2.3.3.1 to adopt, supplement, change or amend the articles and bylaws of Party EC, increase or decrease its registered capital, or otherwise change the structure of registered capital of Party EC;
2.3.3.2 to sell, transfer, mortgage or dispose of in any manner any assets of Party E C or legal or beneficial interest in the business or revenues of Party EC, or allow the encumbrance thereon of any security interest, except for the pledge placed on the Equity Interest in accordance with the Share Pledge Agreement;
2.3.3.3 to execute any loan agreement for an aggregate amount in excess of one million US Dollars (US$1,000,000.00) within one any given fiscal year with any bank or any other financial institutions, or to provide any security (including guarantee, pledge or mortgage) for the interest of any other entities;
2.3.3.4 to change the business scope of Party EC;
2.3.3.5 to change the name of Party E;C; or
2.3.3.6 to make any investment (provided, that, the establishment of a branch or office of Party E C shall not be restricted prohibited by this provision to the extent that such if branch or office of Party C shall is only conduct engage in the Security Services Business (as defined in the Amended Acquisition Agreement), the Government Application Services Business (as defined in the Amended Acquisition Agreement) and the IT System Operation Services Business (as defined in the Amended Acquisition Agreement)).
2.3.4 Party A shall ensure that Party C is operated in compliance with PRC laws and regulationsregulations and the articles of association of Party C, and shall ensure that Party E C shall not conduct any illegal matters.
2.3.5 Upon the transfer of the Equity Interest from the Seller Party B to Party A, Party A shall promptly cause Party E C to cease to useuse the name “ ”, “Lenovo” or “Legend” as a part of its trade name, corporate name except as otherwise provided in the Trademark License Agreement.
Appears in 1 contract
Sources: Equity Transfer Arrangement Agreement (Asiainfo Holdings Inc)