OR KEY EMPLOYEE OF ANY GROUP COMPANY,
WHETHER OR NOT SUCH PERSON WOULD COMMIT A BREACH OF CONTRACT BY REASON OF
LEAVING SUCH EMPLOYMENT.
7.3
WHILE THE RESTRICTIONS CONTAINED IN CLAUSES
7.1 AND 7.2 ARE CONSIDERED BY THE PARTIES TO BE REASONABLE IN ALL THE
CIRCUMSTANCES, THE PARTIES HEREBY AGREE AND DECLARE THAT IF ANY OF SUCH
RESTRICTIONS SHALL BE ADJUDGED TO BE VOID AS GOING BEYOND WHAT IS REASONABLE FOR
THE PROTECTION OF THE INTERESTS OF THE PURCHASER BUT WOULD BE VALID IF PART OF
THE WORDING THEREOF WERE DELETED OR THE PERIODS THEREOF REDUCED OR THE RANGE OF
ACTIVITIES OR GEOGRAPHIC AREA THEREUNDER REDUCED IN SCOPE, THE SAID RESTRICTIONS
SHALL APPLY WITH SUCH MODIFICATIONS AS MAY BE NECESSARY TO MAKE IT VALID AND
EFFECTIVE.
7.4
THE MANAGEMENT SHAREHOLDERS AND PURCHASERS
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE RELEVANT PERSONS TO
COMPLETE THE FOLLOWING AFTER THE CLOSING DATE:
7.4.1
SOFTWARE LICENSES.
NOT LATER THAN SIX (6) MONTHS
AFTER THE CLOSING DATE, THE COMPANY SHALL HAVE DULY OBTAINED AND FULLY PAID FOR
THOSE SOFTWARE LICENSES SET FORTH IN SCHEDULE 12, AND WRITTEN EVIDENCE OF FULL
PAYMENT FOR THEREOF SHALL HAVE BEEN DELIVERED TO THE PURCHASER AND THE
CONTRIBUTING SELLERS.
7.4.2
EXPANSION OF BUSINESS SCOPE.
NOT LATER THAN NINE
(9) MONTHS AFTER THE CLOSING DATE, E-CAREER BEIJING'S HANGZHOU BRANCH, CHENGDU
BRANCH, NANJING BRANCH, SHENZHEN BRANCH, TIANJIN BRANCH AND XIAN BRANCH SHALL
EACH HAVE OBTAINED THE HUMAN RESOURCE INTERMEDIARY PERMIT ([CHINESE CHARACTERS])
FROM THEIR RESPECTIVE LOCAL PERSONNEL BUREAUS ([CHINESE CHARACTERS]) AND, AS
NEEDED, HAVE RECEIVED AN UPDATED BUSINESS LICENSE FROM THEIR RESPECTIVE LOCAL
AIC BRANCHES REFLECTING A SCOPE OF BUSINESS THAT PERMITS THE COLLECTION,
CLASSIFICATION, STORAGE, PUBLICATION OF INFORMATION AND THE PROVISION OF
CONSULTING SERVICES CONCERNING THE DEMAND AND SUPPLY OF HUMAN RESOURCES
([CHINESE CHARACTERS]).
7.4.3
SAFE REGISTRATION.
NOT LATER THAN EIGHT (8) MONTHS
AFTER THE CLOSING DATE, MR. JIEXIAN ZHANG SHALL HAVE USED HIS BEST EFFORTS, AT
HIS OWN COST, TO DULY REGISTER HIS AND MS. DAI HONG'S JOINT INDIRECT
SHAREHOLDING IN THE COMPANY AS WELL AS THE DISPOSAL OF
21
SUCH JOINT INDIRECT SHAREHOLDING PURSUANT TO THE TERMS OF THIS AGREEMENT WITH
BEIJING SAFE IN ACCORDANCE WITH THE SAFE CIRCULARS AND DELIVER THE APPLICABLE
REGISTRATION FORMS STAMPED BY BEIJING SAFE TO THE PURCHASER.
FOR THE AVOIDANCE
OF DOUBT, THE PURCHASER ACKNOWLEDGES THAT A POSSIBILITY EXISTS THAT BEIJING SAFE
MAY NOT REGISTER MR. JIEXIAN ZHANG AND MS. DAI HONG'S JOINT INDIRECT
SHAREHOLDING IN THE COMPANY IN ACCORDANCE WITH THE SAFE CIRCULARS DESPITE
MR. JIEXIAN ZHANG'S BEST EFFORTS TO EFFECT SUCH DUE REGISTRATION AND FURTHER
ACKNOWLEDGES THAT ANY FAILURE TO COMPLETE SUCH REGISTRATION AFTER THE CONDITION
IN CLAUSE 4.1.1 HAS BEEN FULFILLED SHALL NOT BE DEEMED A BREACH OF THIS CLAUSE
7.4.3.
7.4.4
E-CHANNEL BEIJING TRANSFER.
NOT LATER THAN SIX
(6) MONTHS AFTER THE CLOSING DATE, THE ENTIRE EQUITY INTEREST IN E-CHANNEL
BEIJING SHALL BE TRANSFERRED TO THE PERSONS DESIGNATED BY THE PURCHASER, AT NO
COST TO THE PURCHASER OR ANY OF THE GROUP COMPANY AND THE APPOINTMENT OF
PURCHASER'S