ALTERNATIVE.
6.15
FURTHER ASSURANCES.
EACH PARTY HERETO AGREES TO EXECUTE AND
DELIVER, BY THE PROPER EXERCISE OF ITS CORPORATE OR OTHER POWERS, ALL SUCH OTHER
AND ADDITIONAL INSTRUMENTS AND DOCUMENTS AND DO ALL SUCH OTHER ACTS AND THINGS
AS MAY BE NECESSARY TO MORE FULLY EFFECTUATE THIS AGREEMENT.
6.16
OBLIGATION OF COMPANY.
THE COMPANY AGREES TO USE ITS REASONABLE
EFFORTS TO ENFORCE THE TERMS OF THIS AGREEMENT, TO INFORM THE INVESTOR OF ANY
BREACH HEREOF (TO THE EXTENT THE COMPANY HAS KNOWLEDGE THEREOF) AND TO ASSIST
THE INVESTOR IN THE EXERCISE OF ITS RIGHTS AND THE PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER.
18
6.17
NO AGENCY.
THIS AGREEMENT SHALL NOT CONSTITUTE AN APPOINTMENT OF
ANY PARTY AS THE LEGAL REPRESENTATIVE OR AGENT OF ANY OTHER PARTY, NOR SHALL ANY
PARTY HAVE ANY RIGHT OR AUTHORITY TO ASSUME, CREATE OR INCUR IN ANY MANNER ANY
OBLIGATION OR OTHER LIABILITY OF ANY KIND, EXPRESS OR IMPLIED, AGAINST, IN THE
NAME OR ON BEHALF OF, ANY OTHER PARTY.
NOTHING HEREIN OR IN THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL BE CONSTRUED AS, OR DEEMED TO BE, THE
FORMATION OF A PARTNERSHIP BY OR AMONG THE PARTIES.
6.18
CONFIDENTIALITY.
THE PARTIES AGREE THAT THEY SHALL NOT DISCLOSURE,
DIVULGE OR COMMUNICATE TO ANY OTHER PARTY, THE EXISTENCE AND CONTENTS OF THIS
AGREEMENT, THE TRANSACTION DOCUMENTS OR THE SERVICE AGREEMENT, OR ANY
CORRESPONDENCE, MATERIAL, KNOW-HOW, AND OTHER INFORMATION ACQUIRED IN CONNECTION
WITH THE TRANSACTION CONTEMPLATED HEREIN, AND SHALL TAKE AND MAINTAIN SUCH
INFORMATION UNDER STRICT SECURITY PRECAUTIONS TO PREVENT ANY DISCLOSURE.
NEITHER PARTY SHALL ISSUE ANY PUBLIC STATEMENT OR PRESS RELEASE CONCERNING ANY
SUCH INFORMATION, WITHOUT THE OTHER PARTY'S PRIOR WRITTEN APPROVAL OF THE
SUBSTANCE AND FORM OF ANY SUCH STATEMENT OR RELEASE, UNLESS REQUIRED BY THE
APPLICABLE LAWS, REGULATIONS OR STOCK EXCHANGE RULES.
NOTWITHSTANDING THE
ABOVE, THE PARTIES SHALL BE ENTITLED TO DISCLOSE SUCH INFORMATION (A) TO THEIR
INTEREST-OWNERS, SHAREHOLDERS, DIRECTORS AND OFFICERS AND THEIR RESPECTIVE
PROFESSIONAL ADVISERS; (B) IN CONNECTION WITH A MERGER, ACQUISITION OR PROPOSED
MERGER OR ACQUISITION, AND (C) AS REQUIRED BY APPLICABLE LAW, INCLUDING WITHOUT
LIMITATION APPLICABLE SECURITIES LAWS AND REGULATIONS OF THE UNITED STATES AND
THE PRC.
[The remainder of this page is left intentionally blank.]
19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth in the first paragraph hereof.
"COMPANY"
China WLCSP Limited
By:
/s/ Wei Wang
Name:
Wei Wang
Title:
Chief Executive Officer
and President
"INVESTOR"
OmniVision Trading (Hong Kong)
Company Limited
By:
/s/ Shaw Hong
Name:
Shaw Hong
Title:
Chief Executive Officer,
President and Director
(Principal Executive Officer)
(Signature Page to China WLCSP Limited Investment Agreement)
EXHIBIT A
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
EXHIBIT B
AMENDED AND RESTATED EQUITY JOINT VENTURE AGREEMENT
EXHIBIT C
DISCLOSURE SCHEDULES
EXHIBIT D
CHINA WLCSP LIMITED
OFFICER'S CERTIFICATE
Pursuant to Section 4.6 of the Agreement, dated [
], 2007, by and
between China WLCSP Limited, a Sino-foreign equity joint venture company
established under the laws of the PRC,