id stringlengths 1 4 | text stringlengths 1 2.24k | annotated_text stringlengths 24 2.31k |
|---|---|---|
700 | " Subsidiary " is , with respect to any Person , any Person of which more than 50 % of the voting stock or other equity interests ( in the case of Persons other than corporations ) is owned or controlled , directly or indirectly , by such Person or one or more Affiliates of such Person . | <response> " Subsidiary " is , with respect to any Person , any Person of which more than 50 % of the voting stock or other equity interests ( in the case of Persons other than corporations ) is owned or controlled , directly or indirectly , by such Person or one or more Affiliates of such Person . </response> |
701 | " SVB " is defined in the preamble hereof . | <response> " SVB " is defined in the preamble hereof . </response> |
702 | " Term Loan " is defined in Section 2 . 1 . 1 hereof . | <response> " Term Loan " is defined in Section 2 . 1 . 1 hereof . </response> |
703 | - 21 - " Term Loan Maturity Date " is the final Payment Date for each Term Loan which shall be the date thirty - five ( 35 ) months from the first Payment Date for such Term Loan . | <response> - 21 - " Term Loan Maturity Date " is the final Payment Date for each Term Loan which shall be the date thirty - five ( 35 ) months from the first Payment Date for such Term Loan . </response> |
704 | " Third Draw Period " is the period of time commencing upon the occurrence of the Milestone Event No . | <response> " Third Draw Period " is the period of time commencing upon the occurrence of the Milestone Event No . </response> |
705 | 2 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default . | <response> 2 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default . </response> |
706 | " Transfer " is defined in Section 7 . 1 . | <response> " Transfer " is defined in Section 7 . 1 . </response> |
707 | " Warrant " is , collectively , ( a ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by Borrower in favor of SVB , and ( b ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by Borrower in favor of Gold Hill . | <response> " Warrant " is , collectively , ( a ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by <person>Borrower</person> in favor of SVB , and ( b ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by <person>Borrower</person> in favor of <location>Gold Hill</location> . </response> |
708 | [ Signature page follows .] | <response> [ Signature page follows .] </response> |
709 | - 22 - IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the Effective Date . | <response> - 22 - IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the <location>Commonwealth of Massachusetts</location> as of the Effective Date . </response> |
710 | BORROWER : | <response> <person>BORROWER</person> : </response> |
711 | VRINGO , INC . By : / s / Jonathan Medved Name : Jonathan Medved Title : CEO LENDERS : SILICON VALLEY BANK , as Agent and as a LENDER By : / s / Michael Morreti Name : Michael Morreti Title : SVP GOLD HILL VENTURE LENDING 03 , L . P ., as LENDER | <response> <organization>VRINGO</organization> , INC . By : / s / <person>Jonathan Medved</person> Name : <person>Jonathan Medved</person> Title : CEO LENDERS : <organization>SILICON VALLEY BANK</organization> , as Agent and as a <person>LENDER</person> By : / s / <person>Michael Morreti</person> Name : <person>Michael Morreti</person> Title : <location>SVP GOLD HILL VENTURE LENDING 03</location> , L . P ., as <person>LENDER</person> </response> |
712 | By : GOLD HILL VENTURE LENDING PARTNERS 03 , LLC , its General Partner By : / s / David Fischer Name : David Fischer Title : Manager [ Signature page to Loan and Security Agreement ] Schedule 1 . 1 Lenders and Commitments | <response> By : GOLD HILL VENTURE LENDING PARTNERS 03 , LLC , its General Partner By : / s / David Fischer Name : David Fischer Title : Manager [ Signature page to Loan and Security Agreement ] Schedule 1 . 1 Lenders and Commitments </response> |
713 | Lender | <response> <person>Lender</person> </response> |
714 | Commitment Commitment Percentage Silicon Valley Bank $ 1 , 500 , 000 . 00 30 . 00 % Gold Hill Venture Lending 03 , L . P . $ 3 , 500 , 000 . 00 70 . 00 % TOTAL $ 5 , 000 , 000 . 00 100 . 00 % | <response> Commitment Commitment Percentage <organization>Silicon Valley Bank</organization> $ 1 , 500 , 000 . 00 30 . 00 % <location>Gold Hill Venture Lending 03</location> , L . P . $ 3 , 500 , 000 . 00 70 . 00 % TOTAL $ 5 , 000 , 000 . 00 100 . 00 % </response> |
715 | 1 EXHIBIT A The Collateral consists of all of Borrower ' s right , title and interest in and to the following personal property : All goods , Accounts ( including health - care receivables ), Equipment , Inventory , contract rights or rights to payment of money , leases , license agreements , franchise agreements , General Intangibles ( except as provided below ), commercial tort claims , documents , instruments ( including any promissory notes ), chattel paper ( whether tangible or electronic ), cash , deposit accounts , certificates of deposit , fixtures , letters of credit rights ( whether or not the letter of credit is evidenced by a writing ), securities , and all other investment property , supporting obligations , and financial assets , whether now owned or hereafter acquired , wherever located ; and All Borrower ' s Books relating to the foregoing , and any and all claims , rights and interests in any of the above and all substitutions for , additions , attachments , accessories , accessions and improvements to and replacements , products , proceeds and insurance proceeds of any or all of the foregoing . | <response> 1 EXHIBIT A The Collateral consists of all of <person>Borrower</person> ' s right , title and interest in and to the following personal property : All goods , Accounts ( including health - care receivables ), Equipment , Inventory , contract rights or rights to payment of money , leases , license agreements , franchise agreements , General Intangibles ( except as provided below ), commercial tort claims , documents , instruments ( including any promissory notes ), chattel paper ( whether tangible or electronic ), cash , deposit accounts , certificates of deposit , fixtures , letters of credit rights ( whether or not the letter of credit is evidenced by a writing ), securities , and all other investment property , supporting obligations , and financial assets , whether now owned or hereafter acquired , wherever located ; and All <person>Borrower</person> ' s Books relating to the foregoing , and any and all claims , rights and interests in any of the above and all substitutions for , additions , attachments , accessories , accessions and improvements to and replacements , products , proceeds and insurance proceeds of any or all of the foregoing . </response> |
716 | Notwithstanding the foregoing , the Collateral does not include any of the following , whether now owned or hereafter acquired : ( a ) more than 65 % of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter , ( b ) property subject to a lien described in clause ( c ) of the definition of Permitted Lien , and ( c ) any copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , patent applications and like protections , including improvements , divisions , continuations , renewals , reissues , extensions , and continuations - in - part of the same , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , and the goodwill of the business of Borrower connected with and symbolized thereby , know - how , operating manuals , trade secret rights , rights to unpatented inventions , and any claims for damage by way of any past , present , or future infringement of any of the foregoing ; provided , however , the Collateral shall include all Accounts , license and royalty fees and other revenues , proceeds , or income arising out of or relating to any of the foregoing . | <response> Notwithstanding the foregoing , the Collateral does not include any of the following , whether now owned or hereafter acquired : ( a ) more than 65 % of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by <person>Borrower</person> of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter , ( b ) property subject to a lien described in clause ( c ) of the definition of Permitted Lien , and ( c ) any copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , patent applications and like protections , including improvements , divisions , continuations , renewals , reissues , extensions , and continuations - in - part of the same , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , and the goodwill of the business of <person>Borrower</person> connected with and symbolized thereby , know - how , operating manuals , trade secret rights , rights to unpatented inventions , and any claims for damage by way of any past , present , or future infringement of any of the foregoing ; provided , however , the Collateral shall include all Accounts , license and royalty fees and other revenues , proceeds , or income arising out of or relating to any of the foregoing . </response> |
717 | Pursuant to the terms of a certain negative pledge arrangement with Lenders , Borrower has agreed not to encumber any of its copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , patent applications and like protections , including improvements , divisions , continuations , renewals , reissues , extensions , and continuations - in - part of the same , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , and the goodwill of the business of Borrower connected with and symbolized thereby , know - how , operating manuals , trade secret rights , rights to unpatented inventions , and any claims for damage by way of any past , present , or future infringement of any of the foregoing , without Agent ' s prior written consent . | <response> Pursuant to the terms of a certain negative pledge arrangement with Lenders , <person>Borrower</person> has agreed not to encumber any of its copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , patent applications and like protections , including improvements , divisions , continuations , renewals , reissues , extensions , and continuations - in - part of the same , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , and the goodwill of the business of <person>Borrower</person> connected with and symbolized thereby , know - how , operating manuals , trade secret rights , rights to unpatented inventions , and any claims for damage by way of any past , present , or future infringement of any of the foregoing , without Agent ' s prior written consent . </response> |
718 | 2 EXHIBIT B Loan Payment / Term Loan Advance Request Form Deadline for same day processing is 12 : 00 E . S . T . | <response> 2 EXHIBIT B Loan Payment / Term Loan Advance Request Form Deadline for same day processing is 12 : 00 E . S . T . </response> |
719 | Fax To : | <response> Fax To : </response> |
720 | Date : LOAN PAYMENT : Vringo , Inc . | <response> Date : LOAN PAYMENT : <organization>Vringo</organization> , Inc . </response> |
721 | From Account # To Account # ( Deposit Account #) ( Loan Account #) Principal $ and / or Interest $ | <response> From Account # To Account # ( Deposit Account #) ( Loan Account #) Principal $ and / or Interest $ </response> |
722 | Authorized Signature : Phone Number : LOAN ADVANCE : Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire . | <response> Authorized Signature : Phone Number : LOAN ADVANCE : Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire . </response> |
723 | From Account # To Account # ( Loan Account #) ( Deposit Account #) Amount of Term Loan Advance $ All Borrower ' s representation and warranties in the Term Loan and Security Agreement are true , in all material respects on the date of the telephone transfer request for an advance , but those representations and warranties expressly referring to another date shall be true , correct and complete in all material respects as of such date : | <response> From Account # To Account # ( Loan Account #) ( Deposit Account #) Amount of Term Loan Advance $ All <person>Borrower</person> ' s representation and warranties in the Term Loan and Security Agreement are true , in all material respects on the date of the telephone transfer request for an advance , but those representations and warranties expressly referring to another date shall be true , correct and complete in all material respects as of such date : </response> |
724 | Authorized Signature : Phone Number : OUTGOING WIRE REQUEST Complete only if all or a portion of funds from the loan advance above are to be wired . | <response> Authorized Signature : Phone Number : OUTGOING WIRE REQUEST Complete only if all or a portion of funds from the loan advance above are to be wired . </response> |
725 | Deadline for same day processing is 12 : 00pm , E . S . T . | <response> Deadline for same day processing is 12 : 00pm , E . S . T . </response> |
726 | Beneficiary Name : Amount of Wire : $ Beneficiary Bank : Account Number : City and Sate : Beneficiary Bank Transit ( ABA ) #: _________________ Beneficiary Bank Code ( Swift , Sort , Chip , etc . | <response> Beneficiary Name : Amount of Wire : $ Beneficiary <organization>Bank</organization> : Account Number : City and Sate : Beneficiary <organization>Bank</organization> Transit ( ABA ) #: _________________ Beneficiary <organization>Bank</organization> Code ( Swift , Sort , Chip , etc . </response> |
727 | ): ( For International Wire Only ) Intermediary Bank : Transit ( ABA ) #: For Further Credit to : Special Instruction : By signing below , I ( we ) acknowledge and agree that my ( our ) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements ( s ) covering funds transfer service ( s ), which agreements ( s ) were previously received and executed by me ( us ). | <response> ): ( For International Wire Only ) Intermediary <organization>Bank</organization> : Transit ( ABA ) #: For Further Credit to : Special Instruction : By signing below , I ( we ) acknowledge and agree that my ( our ) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements ( s ) covering funds transfer service ( s ), which agreements ( s ) were previously received and executed by me ( us ). </response> |
728 | Authorized Signature : 2nd Signature ( If Required ): Print Name / Title : Print Name / Title : Telephone # Telephone # | <response> Authorized Signature : 2nd Signature ( If Required ): Print Name / Title : Print Name / Title : Telephone # Telephone # </response> |
729 | 1 | <response> 1 </response> |
730 | -DOCSTART- | <response> -DOCSTART- </response> |
731 | Loan Agreement | <response> Loan Agreement </response> |
732 | This Loan Agreement ( this “ Agreement ”) is made and entered into by and between the parties listed below as of the 19th day of October , 2004 in Beijing : | <response> This Loan Agreement ( this “ Agreement ”) is made and entered into by and between the parties listed below as of the 19th day of October , 2004 in <location>Beijing</location> : </response> |
733 | ( 1 ) Lenovo - AsiaInfo Technologies , Inc . (“ Lender ”), a limited company duly organized and existing under the laws of the People ’ s Republic of China (“ PRC ” or “ China ”) with its address at 3 / F Zhongdian Information Tower , No . 6 Zhongguancun South Street , Haidian District , Beijing 100086 , P . R . | <response> ( 1 ) <organization>Lenovo - AsiaInfo Technologies</organization> , Inc . (“ <person>Lender</person> ”), a limited company duly organized and existing under the laws of the People ’ s Republic of <location>China</location> (“ PRC ” or “ <location>China</location> ”) with its address at <location>3 / F Zhongdian Information Tower</location> , No . <location>6 Zhongguancun South Street</location> , <location>Haidian District</location> , <location>Beijing</location> 100086 , P . R . </response> |
734 | China ; | <response> <location>China</location> ; </response> |
735 | ( 2 ) Bing Yu (“ Borrower ”), a citizen of China with Chinese identification No . | <response> ( 2 ) <person>Bing Yu</person> (“ <person>Borrower</person> ”), a citizen of <location>China</location> with <miscellaneous>Chinese</miscellaneous> identification No . </response> |
736 | : 110108650831235 , and an address at 1 - 4 - 48 , No . 1 Jinjia Village , Fengtai District , Beijing , P . R . China . | <response> : 110108650831235 , and an address at 1 - 4 - 48 , No . 1 <location>Jinjia Village</location> , <location>Fengtai District</location> , <location>Beijing</location> , P . R . <location>China</location> . </response> |
737 | Each of Lender and Borrower shall be hereinafter referred to as a “ Party ” respectively , and collectively , the “ Parties ”. | <response> Each of <person>Lender</person> and <person>Borrower</person> shall be hereinafter referred to as a “ Party ” respectively , and collectively , the “ Parties ”. </response> |
738 | Whereas , Lender intends to provide Borrower with a loan to be used under this Agreement . | <response> Whereas , <person>Lender</person> intends to provide <person>Borrower</person> with a loan to be used under this Agreement . </response> |
739 | To further clarify the rights and obligations of both Lender and Borrower , after friendly consultation , the Parties agree as follows : | <response> To further clarify the rights and obligations of both <person>Lender</person> and <person>Borrower</person> , after friendly consultation , the Parties agree as follows : </response> |
740 | 1 Loan | <response> 1 Loan </response> |
741 | 1 . 1 In accordance with the terms and conditions of this Agreement , Lender agrees to provide a loan in the amount of RMB6 , 000 , 000 . 00 ( the “ Loan ”) to Borrower . | <response> 1 . 1 In accordance with the terms and conditions of this Agreement , <person>Lender</person> agrees to provide a loan in the amount of RMB6 , 000 , 000 . 00 ( the “ Loan ”) to <person>Borrower</person> . </response> |
742 | The term of the Loan shall be ten years from the date of this Agreement , which may be extended upon mutual written consent of the Parties . | <response> The term of the Loan shall be ten years from the date of this Agreement , which may be extended upon mutual written consent of the Parties . </response> |
743 | During the term of the Loan or the extended term of the Loan , Borrower shall immediately repay the full amount of the Loan in the event any one or more of the following circumstances occur : | <response> During the term of the Loan or the extended term of the Loan , <person>Borrower</person> shall immediately repay the full amount of the Loan in the event any one or more of the following circumstances occur : </response> |
744 | 1 . 1 . 1 30 days elapse after the Borrower receives written notice from the Lender requesting repayment of the Loan ; | <response> 1 . 1 . 1 30 days elapse after the <person>Borrower</person> receives written notice from the <person>Lender</person> requesting repayment of the Loan ; </response> |
745 | 1 . 1 . 2 Borrower ’ s death , lack or limitation of civil capacity ; | <response> 1 . 1 . 2 <person>Borrower</person> ’ s death , lack or limitation of civil capacity ; </response> |
746 | 1 . 1 . 3 Borrower ceases ( for any reason ) to be an employee of Lender , Borrower Company ( as defined below ) or its affiliated entity ; | <response> 1 . 1 . 3 <person>Borrower</person> ceases ( for any reason ) to be an employee of <person>Lender</person> , <person>Borrower</person> Company ( as defined below ) or its affiliated entity ; </response> |
747 | 1 . 1 . 4 Borrower engages in criminal conduct or is involved in criminal activities ; | <response> 1 . 1 . 4 <person>Borrower</person> engages in criminal conduct or is involved in criminal activities ; </response> |
748 | 1 1 . 1 . 5 Any third party filed a claim against Borrower that exceeds RMB1 , 000 , 000 ; or | <response> 1 1 . 1 . 5 Any third party filed a claim against <person>Borrower</person> that exceeds RMB1 , 000 , 000 ; or </response> |
749 | 1 . 1 . 6 According to the applicable laws of China , foreign investors are permitted to invest in security service business in China with a controlling stake or in the form of wholly - foreign - owned enterprises , the relevant competent authorities of China begin to approve such investments , and Lender decides to exercise the exclusive option under the Exclusive Option Agreement ( the “ Exclusive Option Agreement ”) described in Sections 4 . 1 . 1 and 4 . 2 . 5 of this Agreement . | <response> 1 . 1 . 6 According to the applicable laws of <location>China</location> , foreign investors are permitted to invest in security service business in <location>China</location> with a controlling stake or in the form of wholly - foreign - owned enterprises , the relevant competent authorities of <location>China</location> begin to approve such investments , and <person>Lender</person> decides to exercise the exclusive option under the Exclusive Option Agreement ( the “ Exclusive Option Agreement ”) described in Sections 4 . 1 . 1 and 4 . 2 . 5 of this Agreement . </response> |
750 | 1 . 2 Lender agrees to remit the total amount under the Loan to the account designated by Borrower within 10 working days after receiving a written notification from the Borrower regarding the same , provided that all the conditions precedent in Section 2 are fulfilled . | <response> 1 . 2 <person>Lender</person> agrees to remit the total amount under the Loan to the account designated by <person>Borrower</person> within 10 working days after receiving a written notification from the <person>Borrower</person> regarding the same , provided that all the conditions precedent in Section 2 are fulfilled . </response> |
751 | Borrower shall provide Lender with a written receipt for the Loan upon receiving the Loan . | <response> <person>Borrower</person> shall provide <person>Lender</person> with a written receipt for the Loan upon receiving the Loan . </response> |
752 | The Loan provided by Lender under this Agreement shall inure to Borrower ’ s benefit only and not to Borrower ’ s successors or assigns . | <response> The Loan provided by <person>Lender</person> under this Agreement shall inure to <person>Borrower</person> ’ s benefit only and not to <person>Borrower</person> ’ s successors or assigns . </response> |
753 | 1 . 3 Borrower agrees to accept the aforementioned Loan provided by Lender , and hereby agrees and warrants that the Loan shall be used solely to fund its contribution to the registered capital of [ Lenovo Security Technology Ltd . ( hereinafter the “ Borrower Company ”, a domestic - funded limited liability company in China with registered capital of Renminbi Twenty Four Million ( RMB24 , 000 , 000 . 00 )). | <response> 1 . 3 <person>Borrower</person> agrees to accept the aforementioned Loan provided by <person>Lender</person> , and hereby agrees and warrants that the Loan shall be used solely to fund its contribution to the registered capital of [ <organization>Lenovo Security Technology Ltd</organization> . ( hereinafter the “ <person>Borrower</person> Company ”, a domestic - funded limited liability company in <location>China</location> with registered capital of Renminbi Twenty Four Million ( RMB24 , 000 , 000 . 00 )). </response> |
754 | Upon such contribution , Borrower shall own 25 % of the equity interests in Borrower Company ( the “ Borrower Equity Interest ”). | <response> Upon such contribution , <person>Borrower</person> shall own 25 % of the equity interests in <person>Borrower</person> Company ( the “ <person>Borrower</person> Equity Interest ”). </response> |
755 | Borrower agrees to secure registration of the Borrower Company within 10 working days after receiving the Loan , and provide Lender with copies of the registration documents at the government department for industry and commerce , business licenses , and articles of association . | <response> <person>Borrower</person> agrees to secure registration of the <person>Borrower</person> Company within 10 working days after receiving the Loan , and provide <person>Lender</person> with copies of the registration documents at the government department for industry and commerce , business licenses , and articles of association . </response> |
756 | Without Lender ’ s prior written consent , Borrower shall not use the Loan for any purpose other than as set forth herein . | <response> Without <person>Lender</person> ’ s prior written consent , <person>Borrower</person> shall not use the Loan for any purpose other than as set forth herein . </response> |
757 | 1 . 4 Lender and Borrower hereby agree and acknowledge that Borrower ’ s method of repayment may at Lender ’ s option take the form of Borrower ’ s transferring the Borrower Equity Interest to Lender or Lender ’ s designated person ( legal or natural person ) pursuant to the Lender ’ s exercise of its right to acquire the Borrower Equity Interest under the Exclusive Option Agreement . | <response> 1 . 4 <person>Lender</person> and <person>Borrower</person> hereby agree and acknowledge that <person>Borrower</person> ’ s method of repayment may at <person>Lender</person> ’ s option take the form of <person>Borrower</person> ’ s transferring the <person>Borrower</person> Equity Interest to <person>Lender</person> or <person>Lender</person> ’ s designated person ( legal or natural person ) pursuant to the <person>Lender</person> ’ s exercise of its right to acquire the <person>Borrower</person> Equity Interest under the Exclusive Option Agreement . </response> |
758 | 1 . 5 Lender and Borrower hereby agree and acknowledge that any proceeds from the transfer of the Borrower Equity Interest ( to the extent permissible ) shall be used to repay the Loan to Lender , in accordance with this Agreement in the manner designated by Lender . | <response> 1 . 5 <person>Lender</person> and <person>Borrower</person> hereby agree and acknowledge that any proceeds from the transfer of the <person>Borrower</person> Equity Interest ( to the extent permissible ) shall be used to repay the Loan to <person>Lender</person> , in accordance with this Agreement in the manner designated by <person>Lender</person> . </response> |
759 | 2 1 . 6 Lender and Borrower hereby agree and acknowledge that to the extent permitted by applicable laws , Lender shall have the right but not the obligation to purchase or designate other persons ( legal or natural persons ) to purchase Borrower Equity Interest in part or in whole at any time , at the price stipulated in the Exclusive Option Agreement . | <response> 2 1 . 6 <person>Lender</person> and <person>Borrower</person> hereby agree and acknowledge that to the extent permitted by applicable laws , <person>Lender</person> shall have the right but not the obligation to purchase or designate other persons ( legal or natural persons ) to purchase <person>Borrower</person> Equity Interest in part or in whole at any time , at the price stipulated in the Exclusive Option Agreement . </response> |
760 | 1 . 7 Borrower also undertakes to execute an irrevocable Power of Attorney ( the “ Power of Attorney ”, referred to in Section 4 . 2 . 4 ), which authorizes a legal or natural person designated by Lender to exercise all of Borrower ’ s rights as a shareholder of Borrower Company . | <response> 1 . 7 <person>Borrower</person> also undertakes to execute an irrevocable Power of Attorney ( the “ Power of Attorney ”, referred to in Section 4 . 2 . 4 ), which authorizes a legal or natural person designated by <person>Lender</person> to exercise all of <person>Borrower</person> ’ s rights as a shareholder of <person>Borrower</person> Company . </response> |
761 | 1 . 8 When Borrower transfers Borrower Equity Interest to Lender or Lender ’ s designated person , in the event that the transfer price of such equity interest equals or is lower than the principal of the Loan under this Agreement , the Loan under this Agreement shall be deemed an interest - free loan . | <response> 1 . 8 When <person>Borrower</person> transfers <person>Borrower</person> Equity Interest to <person>Lender</person> or <person>Lender</person> ’ s designated person , in the event that the transfer price of such equity interest equals or is lower than the principal of the Loan under this Agreement , the Loan under this Agreement shall be deemed an interest - free loan . </response> |
762 | In the event that the transfer price of such equity interest exceeds the principal of the Loan under this Agreement , the excess over the principal shall be deemed the interest of the Loan under this Agreement payable by Borrower to Lender . | <response> In the event that the transfer price of such equity interest exceeds the principal of the Loan under this Agreement , the excess over the principal shall be deemed the interest of the Loan under this Agreement payable by <person>Borrower</person> to <person>Lender</person> . </response> |
763 | 2 Conditions Precedent | <response> 2 Conditions Precedent </response> |
764 | The obligation of Lender to provide the Loan to Borrower contemplated in Section 1 . 1 shall be subject to the satisfaction of the following conditions , unless waived in writing by Lender . | <response> The obligation of <person>Lender</person> to provide the Loan to <person>Borrower</person> contemplated in Section 1 . 1 shall be subject to the satisfaction of the following conditions , unless waived in writing by <person>Lender</person> . </response> |
765 | 2 . 1 Lender receives the written notification for drawdown under the Loan sent by Borrower according to Section 1 . 2 . | <response> 2 . 1 <person>Lender</person> receives the written notification for drawdown under the Loan sent by <person>Borrower</person> according to Section 1 . 2 . </response> |
766 | 2 . 2 All the representations and warranties by Borrower in Section 3 . 2 are true , complete , correct and not misleading . | <response> 2 . 2 All the representations and warranties by <person>Borrower</person> in Section 3 . 2 are true , complete , correct and not misleading . </response> |
767 | 2 . 3 Borrower has not violated the covenants in Section 4 of this Agreement , and no event which may affect Borrower ’ s performance of its obligations under this Agreement has occurred or is expected to occur . | <response> 2 . 3 <person>Borrower</person> has not violated the covenants in Section 4 of this Agreement , and no event which may affect <person>Borrower</person> ’ s performance of its obligations under this Agreement has occurred or is expected to occur . </response> |
768 | 3 Representations and Warranties | <response> 3 Representations and Warranties </response> |
769 | 3 . 1 Between the date of this Agreement and the date of termination of this Agreement , Lender hereby makes the following representations and warranties to Borrower : | <response> 3 . 1 Between the date of this Agreement and the date of termination of this Agreement , <person>Lender</person> hereby makes the following representations and warranties to <person>Borrower</person> : </response> |
770 | 3 . 1 . 1 Lender is a company duly organized and legally existing in accordance with the laws of China ; | <response> 3 . 1 . 1 <person>Lender</person> is a company duly organized and legally existing in accordance with the laws of <location>China</location> ; </response> |
771 | 3 3 . 1 . 2 Lender has the legal capacity to execute and perform this Agreement . | <response> 3 3 . 1 . 2 <person>Lender</person> has the legal capacity to execute and perform this Agreement . </response> |
772 | The execution and performance by Lender of this Agreement is consistent with Lender ’ s scope of business and the provisions of Lender ’ s corporate bylaws and other organizational documents , and Lender has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ; and | <response> The execution and performance by <person>Lender</person> of this Agreement is consistent with <person>Lender</person> ’ s scope of business and the provisions of <person>Lender</person> ’ s corporate bylaws and other organizational documents , and <person>Lender</person> has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ; and </response> |
773 | 3 . 1 . 3 This Agreement constitutes Lender ’ s legal , valid and binding obligations , enforceable in accordance with its terms . | <response> 3 . 1 . 3 This Agreement constitutes <person>Lender</person> ’ s legal , valid and binding obligations , enforceable in accordance with its terms . </response> |
774 | 3 . 2 Between the date of this Agreement and the date of termination of this Agreement , Borrower hereby makes the following representations and warranties : | <response> 3 . 2 Between the date of this Agreement and the date of termination of this Agreement , <person>Borrower</person> hereby makes the following representations and warranties : </response> |
775 | 3 . 2 . 1 Borrower has the legal capacity to execute and perform this Agreement . | <response> 3 . 2 . 1 <person>Borrower</person> has the legal capacity to execute and perform this Agreement . </response> |
776 | Borrower has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ; | <response> <person>Borrower</person> has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ; </response> |
777 | 3 . 2 . 2 This Agreement constitutes Borrower ’ s legal , valid and binding obligations enforceable in accordance with its terms ; and | <response> 3 . 2 . 2 This Agreement constitutes <person>Borrower</person> ’ s legal , valid and binding obligations enforceable in accordance with its terms ; and </response> |
778 | 3 . 2 . 3 There are no disputes , litigation , arbitrations , administrative proceedings or any other legal proceedings relating to Borrower , nor are there any potential disputes , litigations , arbitrations , administrative proceedings or any other legal proceedings relating to Borrower . | <response> 3 . 2 . 3 There are no disputes , litigation , arbitrations , administrative proceedings or any other legal proceedings relating to <person>Borrower</person> , nor are there any potential disputes , litigations , arbitrations , administrative proceedings or any other legal proceedings relating to <person>Borrower</person> . </response> |
779 | 4 Borrower ’ s Covenants | <response> 4 <person>Borrower</person> ’ s Covenants </response> |
780 | 4 . 1 As a shareholder of Borrower Company , Borrower covenants that during the term of this Agreement , Borrower shall cause Borrower Company : | <response> 4 . 1 As a shareholder of <person>Borrower</person> Company , <person>Borrower</person> covenants that during the term of this Agreement , <person>Borrower</person> shall cause <person>Borrower</person> Company : </response> |
781 | 4 . 1 . 1 to execute the Exclusive Option Agreement with Borrower and Lender , under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest ; to execute an Exclusive Business Cooperation Agreement (“ Exclusive Business Cooperation Agreement ”) with Lender ( or a party designated by Lender ), under which Lender ( or a party designated by Lender ), as an exclusive service provider , will provide Borrower Company with technical service and business consulting service ; to enter into the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement on the date of issuance of the business license to Borrower Company , and to complete all the related governmental approvals , registrations or fillings ( as applicable ); | <response> 4 . 1 . 1 to execute the Exclusive Option Agreement with <person>Borrower</person> and <person>Lender</person> , under which <person>Borrower</person> shall irrevocably grant <person>Lender</person> an exclusive option to purchase all of the <person>Borrower</person> Equity Interest ; to execute an Exclusive Business Cooperation Agreement (“ Exclusive Business Cooperation Agreement ”) with <person>Lender</person> ( or a party designated by <person>Lender</person> ), under which <person>Lender</person> ( or a party designated by <person>Lender</person> ), as an exclusive service provider , will provide <person>Borrower</person> Company with technical service and business consulting service ; to enter into the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement on the date of issuance of the business license to <person>Borrower</person> Company , and to complete all the related governmental approvals , registrations or fillings ( as applicable ); </response> |
782 | 4 4 . 1 . 2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement , and to refrain from any action or omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement ; | <response> 4 4 . 1 . 2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement , and to refrain from any action or omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement ; </response> |
783 | 4 . 1 . 3 at the request of Lender ( or a party designated by Lender ), to execute contracts or agreements on business cooperation with Lender ( or a party designated by Lender ), and to strictly abide by such contracts or agreements ; | <response> 4 . 1 . 3 at the request of <person>Lender</person> ( or a party designated by <person>Lender</person> ), to execute contracts or agreements on business cooperation with <person>Lender</person> ( or a party designated by <person>Lender</person> ), and to strictly abide by such contracts or agreements ; </response> |
784 | 4 . 1 . 4 without Lender ’ s prior written consent , not to supplement , change or amend its articles of association in any manner , increase or decrease its registered capital or change its share capital structure in any manner ; | <response> 4 . 1 . 4 without <person>Lender</person> ’ s prior written consent , not to supplement , change or amend its articles of association in any manner , increase or decrease its registered capital or change its share capital structure in any manner ; </response> |
785 | 4 . 1 . 5 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs ; | <response> 4 . 1 . 5 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs ; </response> |
786 | 4 . 1 . 6 without Lender ’ s prior written consent , not to sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets , business or revenue at any time from the date of this Agreement , or permit the encumbrance of any other security interest thereon ; | <response> 4 . 1 . 6 without <person>Lender</person> ’ s prior written consent , not to sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets , business or revenue at any time from the date of this Agreement , or permit the encumbrance of any other security interest thereon ; </response> |
787 | 4 . 1 . 7 without Lender ’ s prior written consent , not to incur , inherit , guarantee or otherwise allow for the existence of any debt , except for ( i ) debt incurred in the ordinary course of business other than through loans ; and ( ii ) debt already disclosed to Lender for which Lender ’ s written consent has been obtained ; | <response> 4 . 1 . 7 without <person>Lender</person> ’ s prior written consent , not to incur , inherit , guarantee or otherwise allow for the existence of any debt , except for ( i ) debt incurred in the ordinary course of business other than through loans ; and ( ii ) debt already disclosed to <person>Lender</person> for which <person>Lender</person> ’ s written consent has been obtained ; </response> |
788 | 4 . 1 . 8 to operate its business in the ordinary course and to maintain the value of its assets ; | <response> 4 . 1 . 8 to operate its business in the ordinary course and to maintain the value of its assets ; </response> |
789 | 4 . 1 . 9 without the prior written consent of Lender , not to execute any major contract , except for contracts in the ordinary course of business ( for purpose of this subsection , a contract with a value exceeding RMB100 , 000 shall be deemed a major contract ); | <response> 4 . 1 . 9 without the prior written consent of <person>Lender</person> , not to execute any major contract , except for contracts in the ordinary course of business ( for purpose of this subsection , a contract with a value exceeding RMB100 , 000 shall be deemed a major contract ); </response> |
790 | 4 . 1 . 10 without the prior written consent of Lender , not to provide any person with any loan or credit ; | <response> 4 . 1 . 10 without the prior written consent of <person>Lender</person> , not to provide any person with any loan or credit ; </response> |
791 | 4 . 1 . 11 without the prior written consent of Lender , not to merge , consolidate with , acquire , or invest in any person ; | <response> 4 . 1 . 11 without the prior written consent of <person>Lender</person> , not to merge , consolidate with , acquire , or invest in any person ; </response> |
792 | 4 . 1 . 12 to maintain the ownership of all of its assets , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims ; | <response> 4 . 1 . 12 to maintain the ownership of all of its assets , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims ; </response> |
793 | 5 4 . 1 . 13 without the prior written consent of Lender or unless requested by Lender , not to distribute dividends to shareholders ; | <response> 5 4 . 1 . 13 without the prior written consent of <person>Lender</person> or unless requested by <person>Lender</person> , not to distribute dividends to shareholders ; </response> |
794 | 4 . 1 . 14 to provide Lender with all of the information on Borrower Company ’ s business operations and financial condition at Lender ’ s request ; | <response> 4 . 1 . 14 to provide <person>Lender</person> with all of the information on <person>Borrower</person> Company ’ s business operations and financial condition at <person>Lender</person> ’ s request ; </response> |
795 | 4 . 1 . 15 to immediately notify Lender of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to Borrower Company ’ s assets , business or income ; | <response> 4 . 1 . 15 to immediately notify <person>Lender</person> of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to <person>Borrower</person> Company ’ s assets , business or income ; </response> |
796 | 4 . 1 . 16 at the request of Lender , to appoint any persons designated by Lender as directors of Borrower Company . | <response> 4 . 1 . 16 at the request of <person>Lender</person> , to appoint any persons designated by <person>Lender</person> as directors of <person>Borrower</person> Company . </response> |
797 | 4 . 2 Borrower covenants that during the term of this Agreement , he shall : | <response> 4 . 2 <person>Borrower</person> covenants that during the term of this Agreement , he shall : </response> |
798 | 4 . 2 . 1 ensure that Borrower Company shall be set up within 20 working days after receiving the Loan , according to the laws of China , and take all steps necessary to ensure that Borrower Company maintains its legal existence according to the laws of China ; Borrower Company shall be a limited liability company without foreign investment , and its registered capital shall be Renminbi Twenty Four Million ( RMB24 , 000 , 000 . 00 ) and Borrower shall own 25 % of the equity interest of Borrower Company . | <response> 4 . 2 . 1 ensure that <person>Borrower</person> Company shall be set up within 20 working days after receiving the Loan , according to the laws of <location>China</location> , and take all steps necessary to ensure that <person>Borrower</person> Company maintains its legal existence according to the laws of <location>China</location> ; <person>Borrower</person> Company shall be a limited liability company without foreign investment , and its registered capital shall be Renminbi Twenty Four Million ( RMB24 , 000 , 000 . 00 ) and <person>Borrower</person> shall own 25 % of the equity interest of <person>Borrower</person> Company . </response> |
799 | 4 . 2 . 2 pay its contribution of 25 % of the registered capital of Borrower Company in full in accordance with the laws of China , and provide Lender with the business license and a capital contribution verification report regarding paid - in capital contributions from a qualified accounting firm ; | <response> 4 . 2 . 2 pay its contribution of 25 % of the registered capital of <person>Borrower</person> Company in full in accordance with the laws of <location>China</location> , and provide <person>Lender</person> with the business license and a capital contribution verification report regarding paid - in capital contributions from a qualified accounting firm ; </response> |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.