NOT GRANTED ANY RIGHTS TO REGISTER UNDER THE SECURITIES ACT
OR THE SECURITIES LAWS AND REGULATIONS OF ANY JURISDICTION ANY OF ITS PRESENTLY
OUTSTANDING SECURITIES OR ANY OF ITS SECURITIES THAT MAY SUBSEQUENTLY BE ISSUED.
2.11
PERMITS.
EXCEPT AS SET FORTH ON SCHEDULE 2.11, THE COMPANY HAS ALL
FRANCHISES, PERMITS, LICENSES, AND ANY SIMILAR AUTHORITY NECESSARY FOR THE
CONDUCT OF ITS BUSINESS AS NOW BEING CONDUCTED BY IT, THE LACK OF WHICH COULD
MATERIALLY AND ADVERSELY AFFECT THE BUSINESS, PROPERTIES, PROSPECTS, OR
FINANCIAL CONDITION OF THE COMPANY, AND BELIEVES IT CAN OBTAIN, WITHOUT UNDUE
BURDEN OR EXPENSE, ANY SIMILAR AUTHORITY FOR THE CONDUCT OF ITS BUSINESS AS
PRESENTLY PLANNED TO BE CONDUCTED.
THE COMPANY IS NOT IN DEFAULT IN ANY
MATERIAL RESPECT UNDER ANY OF SUCH FRANCHISES, PERMITS, LICENSES OR OTHER
SIMILAR AUTHORITY.
ECAREER SHANGHAI AND ECAREER BEIJING ARE PROPERLY AND FULLY
LICENSED BY ALL APPLICABLE GOVERNMENTAL AUTHORITIES OF THE PEOPLES REPUBLIC OF
CHINA (THE "PRC") AND ARE ESTABLISHED AND ARE OWNED, AND HAVE CONDUCTED THEIR
RESPECTIVE BUSINESSES IN ACCORDANCE WITH ALL RELEVANT PERMITS, LICENSES,
APPROVALS AND ALL OTHER APPLICABLE LEGAL REQUIREMENTS OF THE PRC.
2.12
COMPLIANCE WITH OTHER INSTRUMENTS.
THE COMPANY IS NOT IN VIOLATION
OR DEFAULT OF ANY PROVISION OF ITS MEMORANDUM OF ASSOCIATION, ARTICLES OF
ASSOCIATION OR CERTIFICATE OF INCORPORATION OR IN ANY RESPECT OF ANY PROVISION
OF ANY MORTGAGE, INDENTURE, AGREEMENT, INSTRUMENT, OR CONTRACT TO WHICH THE
COMPANY IS A PARTY OR BY WHICH THE COMPANY OR ANY OF ITS PROPERTIES OR ASSETS IS
BOUND OR OF ANY FOREIGN, FEDERAL, STATE OR LOCAL JUDGMENT, ORDER, WRIT, DECREE,
STATUTE, RULE, REGULATION OR RESTRICTION APPLICABLE TO THE COMPANY.
THE
EXECUTION, DELIVERY, AND PERFORMANCE BY THE COMPANY OF THIS AGREEMENT AND THE
SHAREHOLDERS AGREEMENT, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY, WILL NOT RESULT IN ANY SUCH VIOLATION OR DEFAULT OR
CONSTITUTE, WITH OR WITHOUT THE PASSAGE OF TIME OR GIVING OF NOTICE, EITHER A
DEFAULT UNDER ANY SUCH PROVISION OR AN EVENT THAT RESULTS IN THE CREATION OF ANY
LIEN, CHARGE, OR ENCUMBRANCE UPON ANY ASSETS OF THE COMPANY OR THE SUSPENSION,
REVOCATION, IMPAIRMENT, FORFEITURE, OR NONRENEWAL OF ANY MATERIAL PERMIT,
LICENSE, AUTHORIZATION, OR APPROVAL APPLICABLE TO THE COMPANY, ITS BUSINESS OR
OPERATIONS, OR ANY OF ITS ASSETS OR PROPERTIES.
5
2.13
LITIGATION.
THERE IS NO ACTION, SUIT, PROCEEDING, OR INVESTIGATION
PENDING OR, TO THE COMPANY'S KNOWLEDGE, CURRENTLY THREATENED AGAINST THE COMPANY
THAT QUESTIONS THE VALIDITY OF THIS AGREEMENT, OR THE SHAREHOLDERS AGREEMENT OR
THE RIGHT OF THE COMPANY TO ENTER INTO SUCH AGREEMENTS, OR TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THAT MIGHT RESULT, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, IN ANY ADVERSE CHANGE IN THE BUSINESS,
PROPERTIES, PROSPECTS, OR FINANCIAL CONDITION OF THE COMPANY, OR IN ANY CHANGE
IN THE CURRENT EQUITY OWNERSHIP OF THE COMPANY.
THE FOREGOING INCLUDES, WITHOUT
LIMITATION, ANY ACTION, SUIT, PROCEEDING, OR INVESTIGATION PENDING OR CURRENTLY
THREATENED INVOLVING THE PRIOR EMPLOYMENT OF ANY OF THE COMPANY'S EMPLOYEES,
THEIR USE IN CONNECTION WITH THE COMPANY'S BUSINESS OF