Shares of Common Stock of the Buyer (“Buyer Shares”) (the“Share Consideration”) in exchange for the transfer of shares of the Common Stock of the Seller (“Sellers Shares”) to the Buyer. Each Sellers Share that is issued and outstanding immediately before the Closing shall entitle the holder thereof to receive_________Buyer Shares, all as set forth in Schedule 2.1 attached hereto.
(2) Closing
The parties shall hold the Closing as soon as practical after the execution of this Agreement, or such other time as the parties shall agree (the“Closing”or“Closing Date”), at 9:00 A.M., local time, at the offices of Buyer, or at such other time and place as the parties may agree upon.
3. Conduct of Business Pending Closing
Seller and Buyer covenant that between the date hereof and the date of the Closing:
(1) Access to Seller
Seller shall (a) give to Buyer and to Buyers counsel, accountants and other representatives reasonable access, during normal business hours, throughout the period prior to the Closing Date, to all of the books, contracts, commitments and other records of Seller and shall furnish Buyer during such period with all information concerning Seller that Buyer may reasonably request; and (b) afford to Buyer and to Buyers representatives, agents, employees and independent contractors reasonable access, during normal business hours, to the properties of Seller, in order to conduct inspections at Buyers expense to determine that Seller is operating in compliance with all applicable federal, state, local and foreign statutes, rules and regulations and all material building fire and zoning laws or regulations and that the assets of Seller are substantially in the condition and of the capacities represented and warranted in this Agreement; provided, however, that in every instance described in (a) and (b), Buyer shall make arrangements with Seller reasonably in advance and shall use its best efforts to avoid interruption and to minimize interference with the normal business and operations of Seller. Any such investigation or inspection by Buyer shall not be deemed a waiver of, or otherwise limit the representations, warranties or covenants of Seller contained herein.
(2) Conduct of Business
During the period from the date hereof to the Closing Date, Seller shall use reasonable efforts, to the extent such efforts are within Sellers control, to cause its business to be operated in the usual and ordinary course of business and in material compliance with the terms of this Agreement.
(3) Exclusivity to Buyer
Until either the exchange agreement is terminated or the exchange closed, Seller agrees not to solicit any other inquiries, proposals or offers to purchase or otherwise acquire, in a exchange transaction or another type of transaction, the business of Seller or the shares of capital stock of Seller. Any person inquiring as to the availability of the business or shares of capital stock of Seller or making an offer therefor shall be told that Seller is bound by the provisions of this Agreement. Seller as well as its officers, directors, representatives or agents further agree to advise Buyer promptly of any such inquiry or offer.
(4) Access to Buyer
Buyer shall (a) give to Seller and to Sellers counsel, accountants and other representatives reasonable access, during normal business hours, throughout the period prior to the Closing Date, to all of the books, contracts, commitments and other records of Buyer and shall furnish Seller during such period with all information concerning Buyer that Seller may reasonably request; and (b) afford to Seller and to Sellers representatives, agents, employees and independent contractors reasonable access, during normal business hours, to the properties of Buyer in order to conduct inspections at Sellers expense to determine that Buyer is operating in compliance with all applicable federal, state, local and foreign statutes, rules and regulations, and all material building fire and zoning laws or regulations and that the assets of Buyer are substantially in the condition and of the capacities represented and warranted in this Agreement; provided, however, that in every instance described in (a) and (b), Seller shall make arrangements with Buyer reasonably in advance and shall use its best efforts to avoid interruption and to minimize interference with the normal business and operations of Buyer. Any such investigation or inspection by Seller shall not be deemed a waiver of, or otherwise limit, the representations, warranties or covenants of Buyer contained herein.
(5) Conduct of Business
During the period from the date hereof to the Closing Date, the business of Buyer shall be operated by Buyer in the usual and ordinary course of such business and in material compliance with the terms of this Agreement.
(6) Approval
As promptly as reasonably practicable following the date of this Agreement, Seller shall take all action reasonably necessary in accordance with the laws of China and its Organizational Documents to secure the required approval and adoption of this Agreement, including all requisite shareholder approval.