Covenants Relating to the Equity Interest. 2.1 Covenants of Party C 2.1.1 Without the prior written consent of Party A, Party C will not supplement, amend, or modify any provisions of the charter and organizational documents of Party C and will not increase or reduce its registered capital or change the equity holding structures in any other way. 2.1.2 Party C shall remain legally existing, in good standing, will prudently and efficiently operate its business and deal with corporate affairs in accordance with commercial standards and practice. 2.1.3 Without the prior written consent of Party A, Party C shall not sell, transfer, mortgage or dispose of any assets, business or beneficial rights of Party C, or allow any creation of another security interest or other encumbrance upon its assets. 2.1.4 Without the prior written consent of Party A, Party C shall not incur, inherit, or guarantee any debts except for (i) debt incurred during the course of normal business operations (excluding business loans); and (ii) the debt that has been previously disclosed to Party A and to which Party A has provided prior written consent. 2.1.5 Party C shall operate its business normally to maintain the value of its assets, and shall not take any action which shall bring any materially adverse influence upon the business operation or the value of the assets. 2.1.6 Without the prior written consent of Party A, Party C shall not enter into any material agreement except in the normal course of business. (For the purpose of this paragraph, an agreement covering an amount in excess of RMB 100,000 will be considered a material agreement). 2.1.7 Without the prior written consent of Party A, Party C shall not provide any loans or credit to any third party. 2.1.8 At Party A’s request, Party C shall provide Party A with any materials relating to the business operation and financial status of Party C. 2.1.9 Party C shall purchase insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kinds of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assets. 2.1.10 Without the prior written consent of Party A, Party C shall not merge with, combine with, make investment in, purchase the equity or substantially all the assets of any other entity. 2.1.11 Within 24 hours after receiving notice or becoming aware thereof, Party C shall inform Party A of any actual or potential litigation, arbitration, or administrative procedure in relation to the Equity Interest. 2.1.12 In order to keep the ownership of all assets, Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answers to all compensation claims. 2.1.13 Without the prior written consent of Party A, Party C shall not allot any dividend to any shareholder. However, Party C shall immediately allot all dividends to the shareholders upon the request of Party A.
Appears in 1 contract
Sources: Exclusive Equity Interest Purchase Agreement (Kurrant Food Enterprises, Inc.)
Covenants Relating to the Equity Interest. Section 2.1 Covenants of Party CC Party C hereby covenants that:
2.1.1 Without the (a) It will not, without prior written consent of Party A, Party C will not supplement, amendchange or amend in any form its articles of association, or modify any provisions of the charter and organizational documents of Party C and will not increase or reduce decrease its registered capital capital, or change the equity holding structures capital structure in any other way.ways;
2.1.2 Party C shall remain legally existing, (b) It will follow good finance and business standards and practices and be continuously in good standing, existence. It will also prudently and efficiently effectively operate its business and deal handle related affairs;
(c) It will not, without prior written consent from Party A, from the execution date of this Agreement, sell, transfer, mortgage or otherwise dispose by any other means of any assets, legitimate or beneficial interest in its business or income in the value of more than RMB 2,000,000 (inclusive), or to encumber any other security interest on it;
(d) Without prior written consent from Party A, it will not incur, inherit, guarantee or allow the existence of any debt, with corporate affairs the exception of: (i) the debt incurred during the ordinary or daily course of business and not incurred through the borrowing; (ii) the debt having been disclosed to Party A or for which written consent from Party A has been obtained;
(e) It will normally operate all businesses to maintain the asset value of Party B, and it will not take any action or any non-action that may adversely affect its business operation and asset value;
(f) It will not, without prior written consent by Party A, enter into any material contract in accordance the value of more than RMB 2,000,000, except such contracts that are entered into during the ordinary course of business;
(g) It will not provide any loan or credit line to anyone without prior written consent from Party A;
(h) At the request of Party A, it will provide all materials related to its business and financial conditions to Party A;
(i) It will purchase and maintain insurance policies from insurance companies acceptable to Party A. The insured amount and category shall be the same as those held by the companies located in the same geographical area, operating the similar business and owning similar properties and assets;
(j) Without prior written consent from Party A, it will not merge or associate with commercial standards any person, or acquire any person or invest in any person;
(k) It will immediately notify Party A of the occurrence or the possible occurrence of litigation, arbitration or administrative proceeding related to its assets, business and practiceincome;
(l) In order to maintain its ownership of all its assets, it will execute all requisite or appropriate documents, carry out all requisite or appropriate actions, initiate all requisite or appropriate allegations, or make requisite or appropriate plea for all claims;
(m) It will not distribute dividends to its shareholders in any form without prior written consent of Party A. When Party B receives from it any profit, dividend, interest or bonus for any reasons, Party B, to the extent permitted by the PRC law, shall repay Party A the same amount as the above-said profit, dividend, interest, or bonus.
2.1.3 Section 2.2 Covenants of Party B Party B covenants that:
(a) Without the prior written consent of Party A, Party C shall not it will not, from the execution date of this Agreement, sell, transfer, mortgage or otherwise dispose by any other means of any assets, business legitimate or beneficial rights of Party Cinterest in any equity interest, or allow any the creation of another any security interest or other encumbrance upon its assets.on such equity interest, except the pledge created on the equity interest in favor of Party A;
2.1.4 (b) Without the prior written consent of Party A, Party C shall it will not incurapprove the sale, inherittransfer, mortgage or otherwise disposal by any other means of any assets, legitimate or beneficial interest in its equity interest, or guarantee any debts encumbrance created over its equity interest, except for the pledge created on the equity interest in favor of Party A;
(ic) debt incurred during the course of normal business operations (excluding business loans); and (ii) the debt that has been previously disclosed to Party A and to which Party A has provided prior written consent.
2.1.5 Party C shall operate its business normally to maintain the value of its assets, and shall not take any action which shall bring any materially adverse influence upon the business operation or the value of the assets.
2.1.6 Without the prior written consent of Party A, it will not approve Party C shall not enter into any material agreement except in the normal course of business. (For the purpose of this paragraph, an agreement covering an amount in excess of RMB 100,000 will be considered a material agreement).
2.1.7 Without the prior written consent of Party A, Party C shall not provide any loans to merge or credit to any third party.
2.1.8 At Party A’s request, Party C shall provide Party A associate with any materials relating to the business operation and financial status of Party C.person, or acquire any person or invest in any person;
2.1.9 Party C shall purchase insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kinds of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assets.
2.1.10 Without the prior written consent of Party A, Party C shall not merge with, combine with, make investment in, purchase the equity or substantially all the assets of any other entity.
2.1.11 Within 24 hours after receiving notice or becoming aware thereof, Party C shall inform (d) It will immediately notify Party A of any actual the occurrence or potential the possible occurrence of litigation, arbitration, arbitration or administrative procedure in relation proceeding related to any of its equity interest;
(e) It will approve the transfer of the Purchased Equity Interest.Interest under this Agreement;
2.1.12 (f) In order to keep the maintain its ownership of all assetsthe equity interest, Party C shall it will execute all necessary requisite or proper appropriate documents, take carry out all necessary requisite or proper appropriate actions, substitute initiate all necessary requisite or proper appropriate allegations, or make requisite or appropriate plea for all claims, and make all necessary or proper answers to all compensation claims.;
2.1.13 Without the prior written consent of Party A, Party C shall not allot any dividend to any shareholder. However, Party C shall immediately allot all dividends to the shareholders upon (g) At the request of Party A.A at any time, it will immediately and unconditionally transfer its equity interest in Party C to Party A or the Designated Person;
(h) It will strictly comply with the terms and conditions of this Agreement and other agreements entered into jointly or severally by Party B, Party C and Party A. It will perform all obligations under these agreements, and will not take actions (or no actions) which will affect the validity and enforceability of these agreements;
Appears in 1 contract
Sources: Exclusive Call Option Agreement (China Nuokang Bio-Pharmaceutical Inc.)
Covenants Relating to the Equity Interest. 2.1 (a) Covenants of Party C
2.1.1 (i) Without the prior written consent of Party AA or WFOE, Party C will not supplement, amend, amend or modify any provisions of the charter and organizational constitutional documents of Party C C, and will not increase or reduce its registered capital or change the to equity holding structures structure in any other way.
2.1.2 (ii) Party C shall remain legally existing, in good standing, will and prudently and efficiently operate its business and deal with corporate affairs in accordance with commercial standards and practice.
2.1.3 (iii) Without the prior written consent of Party AA or WFOE, Party C shall not sell, transfer, mortgage or dispose of any of its assets, business or beneficial rights of Party Crights, or allow any the creation of another any security interest or other encumbrance upon its assets.
2.1.4 (iv) Without the prior written consent of Party AA or WFOE, Party C shall not incur, inheritincur or guaranty any debt, or guarantee permit the existence of any debts except for debt, other than (iA) debt that is incurred during the course of normal business operations (excluding business loans); ) and (iiB) the debt that has been previously disclosed to Party A and to which Party A has provided prior written consent.
2.1.5 (v) Party C shall operate its in the normal course of business normally to and maintain the value of its assets, and shall not take any action which shall bring any materially adverse influence upon the adversely influences its business operation operations or the value of the its assets.
2.1.6 (vi) Without the prior written consent of Party AA or WFOE, Party C shall not enter into any material agreement except in the normal course of business. (For the purpose of this paragraphsubsection, an agreement covering representing an amount in excess of RMB 100,000 will RMB100,000 shall be considered deemed as a material agreement).
2.1.7 (vii) Without the prior written consent of Party AA or WFOE, Party C shall not provide any loans or credit to any third party.
2.1.8 (viii) At the request of Party A’s request, Party C shall provide Party A with any and all materials relating to the business operation and financial status of Party C.
2.1.9 (ix) Party C shall purchase business insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kinds kind of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assets.
2.1.10 (x) Without the prior written consent of Party AA or WFOE, Party C shall not merge with, combine with, make an investment in, combine with or purchase the equity or substantially all the assets of any other entity.
2.1.11 Within 24 hours after receiving notice or becoming aware thereof, (xi) Party C shall inform Party A of any actual or potential threatened litigation, arbitration, or administrative procedure in relation procedures relating to the Equity Interest.
2.1.12 In order to keep the ownership of all assets, business and beneficial rights of Party C.
(xii) Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answers answer to all compensation claims.
2.1.13 (xiii) Without the prior written consent of Party A, Party C shall not allot grant any dividend to its shareholders.
(b) Covenants of Party B-1 and Party B-2
(i) Without the prior written consent of Party A or WFOE, neither Party B-1 nor Party B-2 shall sell, transfer, mortgage or dispose of any shareholder. Howeverrights or interest relating to the Equity Interest, or allow any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement).
(ii) Without the prior written consent of Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the shareholders of Party C shall immediately allot all dividends from adopting resolutions relating to the sale, transfer, mortgage, disposal of any rights or interests relating to the Equity Interest, or allowing any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement).
(iii) Without the prior written consent from Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the other shareholders upon of Party C, if any, from approving resolutions relating to (A) Party C’s merger with, combination with or purchase of any person or (B) Party C’s investment in any person.
(iv) Each of Party B-1 and Party B-2 shall inform Party A of any actual or threatened litigation, arbitration, or administrative procedure.
(v) Each of Party B-1 and Party B-2 shall take all reasonable efforts to ensure that the other shareholders of Party C, if any, approve the transfer of the Equity Interest as set out in this Agreement.
(vi) In order to keep the ownership of the Equity Interest, each of Party B-1 and Party B-2 shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper responses to all compensation claims.
(vii) Upon the request of Party A.A from time to time, each of Party B-1 and Party B-2 shall immediately transfer the Equity Interest to Party A or the Specified Person pursuant to the terms of this Agreement.
(viii) Each of Party B-1 and Party B-2 shall strictly comply with this Agreement and any other agreements which may be entered into by and among Party B-1, Party B-2, Party C, Party A and WFOE collectively or separately, and shall perform his obligations under this Agreement, and shall not make any actions which shall affect the validity and enforceability of this Agreement.
Appears in 1 contract
Sources: Exclusive Equity Interest Purchase Agreement (Sino-Global Shipping America, Ltd.)
Covenants Relating to the Equity Interest. 2.1 Covenants of Party C
2.1.1 Without the prior written consent of Party A, Party C will shall not supplement, amend, amend or modify any provisions of the charter and organizational constitutional documents of Party C and will not otherwise increase or reduce its registered capital or change the its equity holding structures structure in any other way.
2.1.2 Party C shall remain legally existing, in good standing, will and prudently and efficiently operate its business and deal with corporate affairs in accordance with commercial standards and practice.
2.1.3 Without the prior written consent of Party A, Party C shall not sell, transfer, mortgage or dispose of any of its assets, business or beneficial rights of Party Crights, or allow any the creation of another security interest any Security Interest or other encumbrance upon its assets.
2.1.4 Without the prior written consent of Party A, Party C shall not incur, inheritincur or guaranty any debt, or guarantee permit the existence of any debts except for debt, other than (i) debt that is incurred during the course of normal business operations (excluding business loans); ) and (ii) the debt that has been previously disclosed to Party A and to which Party A has provided prior written consent.
2.1.5 Party C shall operate its in the normal course of business normally to maintain the value of its assets, assets and shall not take any action which shall bring any materially adverse adversely influence upon the its business operation operations or the value of the its assets.
2.1.6 Without the prior written consent of Party A, Party C shall not enter into any material agreement except in outside the normal course of business. (For the purpose purposes of this paragraphAgreement, an agreement covering involving an amount in excess of RMB 100,000 will RMB100, 000 shall be considered deemed a material agreement).
2.1.7 Without the prior written consent of Party A, Party C shall not provide any loans or credit to any third party.
2.1.8 At the request of Party A’s request, Party C shall provide Party A with any and all materials relating to the business operation and financial status of Party C.
2.1.9 Party C shall purchase business insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kinds kind of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assetsassets in the same geographic area.
2.1.10 Without the prior written consent of Party A, Party C shall not merge with, combine with, make an investment in, combine with or purchase the equity or substantially all the assets of any other entity.
2.1.11 Within 24 hours after receiving notice or becoming aware thereof, Party C shall inform Party A of any actual or potential threatened litigation, arbitration, or administrative procedure in relation procedures relating to the Equity Interest.assets, business and beneficial rights of Party C.
2.1.12 In order to keep the maintain Party C’s ownership of all its assets, Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answers answer to all compensation claims.
2.1.13 Without the prior written consent of Party A, Party C shall not allot grant any dividend to any shareholderits shareholders. However, once requested by Party A, Party C shall immediately allot distribute all dividends distributable profits to the shareholders upon the request of Party A.its shareholders.
Appears in 1 contract
Sources: Exclusive Equity Interest Purchase Agreement (Haiwang Resources & Technology Ltd.)
Covenants Relating to the Equity Interest. 2.1 Covenants of Party C
2.1.1 Without the prior written consent of Party A, Party C will not supplement, amend, amend or modify any provisions in relation to its registered capital or equity structure of the charter and organizational constitutional documents of Party C and will not otherwise increase or reduce its registered capital or change the its equity holding structures structure in any other way.
2.1.2 Party C shall remain legally existing, in good standing, will and prudently and efficiently operate its business and deal with corporate affairs in accordance with commercial standards and practice.
2.1.3 Without the prior written consent of Party A, Party C shall not sell, transfer, mortgage or dispose of any its assets, business or beneficial rights whose value excess the amount of Party CRMB5,000,000, or allow any the creation of another security interest any Security Interest or other encumbrance upon its assetsassets whose value excess the amount of RMB5,000,000,.
2.1.4 Without the prior written consent of Party A, Party C shall not incur, inherit, incur or guarantee any debts except for debt involving an amount in excess of RMB 5,000,000, or permit the existence of any debt involving an amount in excess of RMB 5,000,000, other than (i) debt that is incurred during the course of normal business operations (excluding business loans); ) and (ii) the debt that has been previously disclosed to Party A and to which Party A has provided prior written consent.
2.1.5 Party C shall operate its in the normal course of business normally to maintain the value of its assets, assets and shall not take any action which shall bring any materially adverse adversely influence upon the its business operation operations or the value of the its assets.
2.1.6 Without the prior written consent of Party A, Party C shall not enter into any material agreement except in outside the normal course of business. (For the purpose purposes of this paragraphAgreement, an agreement covering involving an amount in excess of RMB 100,000 will RMB5,000,000 shall be considered deemed a material agreement).
2.1.7 Without the prior written consent of Party A, Party C shall not provide any loans or credit whose amount exceeds RMB 5,000,000 to any third party.
2.1.8 At the request of Party A’s request, Party C shall provide Party A with any and all materials relating to the business operation and financial status of Party C.
2.1.9 Party C shall purchase business insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kinds kind of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assetsassets in the same geographic area.
2.1.10 Without the prior written consent of Party A, Party C shall not merge with, combine with, make an investment whose amount exceeds RMB 5,000,000 in, combine with or purchase the equity or substantially all the assets assets, the consideration of which exceeds RMB 5,000,000 of any other entity.
2.1.11 Within 24 hours after receiving notice or becoming aware thereof, Party C shall inform Party A of any actual or potential threatened litigation, arbitration, or administrative procedure procedures involving an amount probably in relation excess of RMB 5,000,000 relating to the Equity Interest.assets, business and beneficial rights of Party C.
2.1.12 In order to keep the maintain Party C’s ownership of all its assets, Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answers answer to all compensation claims.
2.1.13 Without the prior written consent of Party A, Party C shall not allot grant any dividend to any shareholderits shareholders. However, once requested by Party A, Party C shall immediately allot distribute all dividends distributable profits to its shareholders.
2.2 Covenants of Party B
2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of any right or interest relating to the Equity Interest, or allow any creation of any other Security Interest or encumbrance on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement).
2.2.2 Party B shall use its best efforts to prevent the other shareholders upon of Party C, if any, from adopting resolutions relating to the sale, transfer, mortgage, disposal of any rights or interests relating to the Equity Interest, or allowing any creation of any other Security Interest or encumbrance on the Equity Interest without the prior written consent of Party A (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement).
2.2.3 Party B shall use its reasonable best efforts to prevent the other shareholders of Party C, if any, from approving resolutions relating to Party C’s merger with, combination with, purchase of, or investment in any other entity without the prior written consent of Party A.
2.2.4 Party B shall inform Party A immediately of any actual or threatened litigation, arbitration, or administrative procedure relating to the Equity Interest.
2.2.5 Party B shall use its reasonable best efforts to ensure that the other shareholders of Party C, if any, approve the transfer of the Equity Interest as set out in this Agreement.
2.2.6 In order to keep the ownership of the Equity Interest, Party B shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper responses to all compensation claims.
2.2.7 Upon the request of Party A.A from time to time, Party B shall immediately transfer the Equity Interest to Party A or the Specified Person pursuant to the terms of this Agreement.
2.2.8 Party B shall strictly comply with this Agreement and any other agreements which may be entered into by and among Party B, Party C, and Party A collectively or separately, and shall perform its obligations under this Agreement, and shall not take any actions which shall affect the validity and enforceability of this Agreement.
Appears in 1 contract
Sources: Exclusive Equity Interest Purchase Agreement (SMSA Treemont Acquisition Corp)