be requested.
Each of the Parties shall cooperate with the
other when required in order to effect the transactions contemplated hereunder.
In case at any time after the date hereof, any further action is necessary or
desirable to carry out the purposes of this Agreement, the proper officers and
directors of each of the Parties shall use their reasonable best efforts to take
all such action.
Section 5.04.
Use of Names.
Neither the Company nor any of its
Affiliates shall use the names of any Securityholder or any Affiliate of a
Securityholder in any press release, notice or other publication without the
prior consent of such Securityholder, which consent shall not be unreasonably
withheld or delayed.
Section 5.05.
Covenants by the Company.
The Company hereby covenants
to each Securityholder as follows:
(A)
THE COMPANY SHALL MAINTAIN FINANCIAL STATEMENTS IN ACCORDANCE WITH
INTERNATIONAL ACCOUNTING STANDARDS APPLIED ON A CONSISTENT BASIS, WITH A
RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
INCLUDED IN THE FOOTNOTES;
(B)
PRIOR TO THE INITIAL PUBLIC OFFERING, EACH SECURITYHOLDER HOLDING
AT LEAST 20% OF THE ISSUED AND OUTSTANDING ORDINARY SHARES SHALL HAVE REASONABLE
RIGHTS TO INSPECT THE BOOKS AND RECORDS OF THE COMPANY AND SHALL HAVE REASONABLE
ACCESS TO THE LEGAL, TAX, ACCOUNTING AND OTHER PERSONNEL OF THE COMPANY; AND
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(C)
PRIOR TO THE INITIAL PUBLIC OFFERING, THE COMPANY SHALL DELIVER TO
EACH SECURITYHOLDER HOLDING AT LEAST 20% OF THE ISSUED AND OUTSTANDING ORDINARY
SHARES, THE FOLLOWING DOCUMENTS:
(I)
ANNUAL AUDITED CONSOLIDATED FINANCIAL STATEMENTS WITHIN NINETY (90)
DAYS AFTER THE END OF EACH FISCAL YEAR AND QUARTERLY UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL
QUARTER, IN EACH CASE, OF THE COMPANY AND ITS SUBSIDIARIES;
(II)
MONTHLY FINANCIAL REPORTS FURNISHED TO SENIOR MANAGEMENT OF THE
COMPANY, CONTEMPORANEOUSLY WITH DELIVERY TO SENIOR MANAGEMENT; AND
(III)
COPIES OF REPORTS, IF ANY, SUBMITTED TO THE COMPANY BY INDEPENDENT
ACCOUNTANTS IN CONNECTION WITH EACH ANNUAL OR INTERIM AUDIT OF THE BOOKS AND
RECORDS OF THE COMPANY MADE BY SUCH ACCOUNTANTS AND SUCH OTHER FINANCIAL AND
MANAGEMENT REPORTS AS MAY REASONABLY BE REQUESTED.
(D)
FROM AND AFTER JUNE 27, 2000, THE COMPANY SHALL, TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW, INDEMNIFY, DEFEND AND HOLD HARMLESS EACH
DIRECTOR AND OFFICER OF THE COMPANY AND EACH SUCH PERSON WHO SERVED AT THE
REQUEST OF THE COMPANY AS A DIRECTOR, OFFICER, TRUSTEE, PARTNER, FIDUCIARY,
EMPLOYEE OR AGENT OF ANOTHER PERSON, INCLUDING ANY TRUST, PENSION OR OTHER
EMPLOYEE BENEFIT PLAN, AGAINST ALL CLAIMS AND LOSSES AGAINST SUCH PERSON BY
REASON OF THE FACT THAT SUCH PERSON IS OR WAS A DIRECTOR OR OFFICER OF THE
COMPANY OR SERVED IN ANY SUCH CAPACITY.
FROM AND AFTER JUNE 27, 2000, THE
COMPANY SHALL CAUSE TO BE MAINTAINED IN EFFECT APPROPRIATE POLICIES OF
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE HAVING CUSTOMARY TERMS AND
CONDITIONS, TAKING INTO ACCOUNT THE IDENTITY AND NATURE OF POTENTIAL CLAIMANTS
AND CLAIMS PRIOR TO AND AFTER THE INITIAL PUBLIC OFFERING.
Section 5.06.
Stock Option Plan. The Company