pay the costs associated with such filings or applications. The CCC Shareholder shall cause CCC, its officers, directors and employees to, and the CCC Shareholder, will use their respective best efforts to promptly obtain, and to cooperate with AAA to promptly obtain, all such authorizations, approvals and consents.
5.5 Necessary Consents. The CCC Shareholder shall cause CCC, its officers and directors to, and the CCC Shareholder
will, use their respective best efforts to promptly obtain such written consents and take such other actions as may be necessary or appropriate in addition to those set forth in Section 5.4 to allow the consummation of the transactions contemplated hereby and to allow AAA to carry on CCC's business after the Closing.
5.6 Litigation. The CCC Shareholder shall cause CCC to notify AAA in writing promptly after learning of any action, suit,
arbitration, mediation, proceeding or investigation by or before any court, arbitrator or arbitration panel, board or governmental agency, initiated by or against it, or known by it to be threatened against it or any of its directors, officers, employees or consultant in their capacity as such.
5.7 No Other Negotiations. From the Agreement Date until the earlier of termination of this Agreement in accordance
with Section 10 or the consummation of the Exchange, the CCC Shareholder shall cause CCC, its officers, directors and employees and the CCC Shareholder will not, and will not authorize, encourage or permit, any officer, director, employee, shareholder or affiliate of CCC, or any other person, on its or their behalf to, directly or indirectly, solicit or encourage any offer from any party or consider any inquiries or proposals received from any other party, participate in any negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any person (other than AAA), concerning any agreement or transaction regarding the possible disposition of all or any substantial portion of the business, assets or capital stock of CCC or any CCC Subsidiary by merger, consolidation, reorganization, sale of assets, sale of stock, exchange, tender offer or any other form of business combination (\The CCC Shareholder will, and will cause CCC to, promptly notify AAA orally and in writing of any such inquiries or proposals. In addition, neither CCC, nor the CCC Shareholder nor any CCC Subsidiary, shall execute, enter into or become bound by (a) any letter of intent or agreement or commitment between CCC and/or the CCC Shareholder and/or any CCC Subsidiary, on the one hand, and any third party, on the other hand, that is related to an Alternative Transaction or (b) any agreement or commitment between CCC and/or the CCC Shareholder and/or any CCC Subsidiary, on the one hand, and a third party, on the other hand, providing for an Alternative Transaction.
5.8 Access to Information. Until the Closing, the CCC Shareholder shall cause CCC to allow AAA and its agents
reasonable access to the files, books, records and offices of CCC, including, without limitation, any and all information relating to CCC's taxes, commitments, contracts, leases, licenses, and real, personal and intangible property and financial condition, and subject to CCC's confidentiality obligations to third parties. The CCC Shareholder shall cause CCC to cause its accountants to cooperate with AAA and its agents in making available all financial and tax information reasonably requested, including without limitation the right to examine all working papers pertaining to all financial statements and tax returns, prepared or audited by such accountants, provided that such access to information does not unreasonably interfere with the operations of CCC.
5.9 Satisfaction of Conditions Precedent. The CCC Shareholder shall cause CCC, its and directors and officers to, and the
CCC Shareholder will, use their respective best efforts to satisfy or cause to be satisfied all the conditions precedent which are set forth in Section 9, and the CCC Shareholder shall cause CCC, its directors and officers to, and the CCC Shareholder will, use their respective best efforts to cause the transactions contemplated by this Agreement to be consummated; and, without limiting the generality of the foregoing, to obtain all consents and
authorizations of third parties and to make all filings with, and give all notices to, third parties that may be necessary or reasonably required on CCC's part in order to effect the transactions contemplated hereby. 5.10 Securities Laws. The CCC Shareholder shall cause CCC to, and the CCC Shareholder shall, use their best efforts to
assist AAA to the extent necessary to comply with the securities laws of all jurisdictions (U.S. and foreign) which are applicable in connection with the Exchange, provided that all costs associated with such compliance, other than Exchange Control Approval, shall be borne by AAA.
5.11 Termination of Registration and Voting Rights. The CCC Shareholder shall cause all registration rights agreements
and voting agreements applicable to or affecting any issued and outstanding shares or other securities of CCC (if any) to be duly terminated and canceled by CCC by no later than the Closing.
5.12 Invention Assignment and Confidentiality Agreements. The CCC Shareholder shall cause CCC to obtain from each
employee, agent and consultant of CCC who has had access to any software, technology or copyrightable, patentable or other proprietary works or intellectual property owned or developed by CCC or other Intellectual Property Rights, or to any other confidential or proprietary information of CCC or its clients, an invention assignment and confidentiality agreement in substantially the form of the agreement provided to counsel to AAA, duly executed by such employee, agent or consultant and delivered to CCC.
5.13 Non Competition and Consulting Agreements. The CCC Shareholder shall cause CCC to use its commercially
reasonable efforts to cause the Restrained Persons to execute and deliver to AAA at the Closing a Non Competition Agreement in favor of AAA in the form attached hereto as Exhibit 9.9A (the \Agreement\of which shall be conditioned on the satisfaction of the conditions in Section 2.1.4. The CCC Shareholder shall also execute and deliver to AAA the Non Competition Agreement in the form of Exhibit 9.9B at the Closing. The CCC Shareholder shall execute and deliver to AAA at the Closing a Consulting Agreement in the form attached hereto as Exhibit 9.10 (the \
5.14 Quarter Financials. Prior to Closing, the CCC Shareholder shall cause CCC to deliver to AAA CCC's unaudited
balance sheet as of _________,_________,_________(M/D/Y) and CCC's unaudited consolidated statement of operations, consolidated statement of cash flows and consolidated statement of Shareholder' equity for the nine months ended _________,_________,_________(M/D/Y) prepared in accordance _________(PLACENAME) GAAP (the \
5.15 Closing of Exchange. The CCC Shareholder shall cause CCC not to, and the CCC Shareholder shall not, refuse to
effect the Exchange if, on or before the Closing Date, all the conditions precedent to their obligations to effect the Exchange under Section 8 hereof have been satisfied or, in their sole discretion, been waived by them.
5.16 Consultants to Become Employees. The CCC Shareholder shall cause CCC and its officers to use their commercially
reasonable efforts to cause those persons who are designated by AAA to CCC in writing and who are currently performing services for CCC and the CCC Subsidiaries as consultants to become employees of CCC and/or the applicable CCC Subsidiary prior to the Closing on terms and conditions, subject to _________(PLACENAME) labor legislation, reasonably satisfactory to AAA.
5.17 [5.17 Delivery of CCC Financial Statements. Prior to the Closing, and as soon as practicable following the execution
of this Agreement, the CCC Shareholder shall cause CCC to deliver to AAA the audited CCC Financial Statements referred to in Section 3.8 hereof.]
5.18 Real Property Purchase Agreement. The CCC Shareholder shall cause CCC to, and the CCC Shareholder shall, have
entered into an agreement, on terms that are commercially reasonable and reasonably acceptable to AAA, for the purchase by the CCC Shareholder of the Real Property. The price for the Real Property shall be its fair market value established by an appraiser experienced in the appraisal of property like the Real Property.
6. AAA COVENANTS
During the period from the Agreement Date until the earlier to occur of (i) the Closing or (ii) the termination of this Agreement in accordance with Section 10, AAA covenants and agrees as follows:
6.1 Advice of Changes. AAA will promptly advise the CCC Shareholder in writing (a) of any event occurring subsequent
to the date of this Agreement that would render any representation or warranty of AAA contained in this Agreement, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect and (b) of any material adverse change in AAA's business, results of operations or financial condition. 6.2 Regulatory Approvals. AAA will execute and file, or join in the execution and filing, of any application or other
document that may be necessary in order to obtain the authorization, approval or consent of any governmental body, federal, state, local or foreign, which may be reasonably required, in connection with the consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement. AAA will use its best efforts to obtain all such authorizations, approvals and consents.
6.3 Satisfaction of Conditions Precedent. AAA will use its best efforts to satisfy or cause to be satisfied all the conditions
precedent which are set forth in Section 8, and AAA will use its best efforts to cause the Exchange and the transactions contemplated by this Agreement to be consummated in accordance with the terms of this Agreement, and, without limiting the generality of the foregoing, to obtain all consents and authorizations of third parties and to make all filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby. In particular, AAA will use its best efforts to cause the Exchange to become effective in accordance with this Agreement by _________,_________,_________(M/D/Y).
6.4 Securities Laws. AAA shall take such steps as may be necessary to comply with the securities and Blue Sky laws of
all jurisdictions (U.S. or foreign) which are applicable in connection with the Exchange, with the cooperation and assistance of CCC and the CCC Shareholder.
6.5 Nasdaq National Market Listing. AAA shall cause the shares of AAA Common Stock issuable to the CCC
Shareholder in the Exchange to be authorized for listing on the Nasdaq National Market prior to the Closing. 6.6 Employee Benefits. As soon as practicable after the Agreement Date, AAA and CCC shall confer and work in good
faith to agree upon a plan under which CCC employees will be covered either by (a) AAA's employee benefits plans or (b) CCC's employee benefit plans, with such decision to be made no later than six (6) months following the Closing, in a manner that results in minimal disruption to the continuing operations of CCC, and minimal cost to AAA.
6.7 Closing of Exchange. AAA shall not refuse to effect the Exchange if, on or before the Closing Date, all the conditions
precedent to their obligations to effect the Exchange under Section 9 hereof have been satisfied or, in its sole discretion, been waived by it.
6.8 AAA Undertaking Regarding Section 18(c) of the Entrust Agreement. Immediately after the execution of this
Agreement, AAA shall deliver to Entrust a written undertaking (\
CCC's obligations under the Entrust Agreement. The Undertaking shall enter into force and effect on the Closing Date.
7. CLOSING MATTERS
7.1 The Closing. Subject to termination of this Agreement as provided in Section 10 below, the closing of the transactions
for consummation of the Exchange (the \at 10:00 a.m., Pacific Standard Time on _________,_________,_________(M/D/Y) or on such other date on or before the Termination Date (as defined in Section 10.1.2) as AAA and the CCC Shareholder may mutually agree upon in writing after which the satisfaction or waiver of the conditions to Closing set forth in Sections 8 and 9 hereof have been satisfied and/or waived in accordance with this Agreement (the \7.2 Exchanges at the Closing.
7.2.1 At the Closing, (a) the CCC Certificates shall be exchanged for the Exchange Shares, evidenced by the
certificates therefore, as provided in Section 2 hereof and (b) the CCC Shareholder shall be paid US$ _________ cash as provided in Section 2.
7.2.2 At the Closing, the Escrow Shares shall be delivered to the Escrow Agent by AAA or AAA's transfer agent
as provided in Section 2.3 hereof.
7.2.3 The CCC Shareholder understands and agrees that stop transfer instructions will be given to AAA's transfer
agent with respect to certificates evidencing the Exchange Shares to assure compliance with the provisions of the CCC Affiliates Agreements and Investment Representation Letter and that there will be placed on the certificates evidencing such Exchange Shares legends as specified in the Investment Representation Letter.
7.2.4 After the Closing there will be no further registration of transfers on the share register of CCC or its transfer
agent or company secretary of the CCC Stock that was issued and outstanding immediately prior to the Closing. If, after the Closing, CCC Certificates are presented for any reason, they will be canceled.
8. CONDITIONS TO OBLIGATIONS OF CCC AND THE CCC SHAREHOLDER
The obligations of the CCC Shareholder to consummate the Exchange are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by CCC and the CCC Shareholder in their sole discretion, but only in a writing signed by CCC and the CCC Shareholder):
8.1 Accuracy of Representations and Warranties. The representations and warranties of AAA set forth in Section 4 shall
be true and accurate in every material respect on and as of the Closing with the same force and effect as if they had been made at the Closing, and CCC shall have received a certificate to such effect executed by AAA's President or Chief Financial Officer.
8.2 Covenants. AAA shall have performed and complied in all material respects with all of its covenants contained in
Section 6 on or before the Closing, and the CCC Shareholder shall have received a certificate to such effect signed by AAA's President or Chief Financial Officer.
8.3 Compliance with Law; No Legal Restraints. There shall not be outstanding or threatened, or enacted or adopted, any
order, decree, temporary, preliminary or permanent injunction, legislative enactment, statute, regulation, action, proceeding or any judgment or ruling by any court, arbitrator, governmental agency, authority or entity, or any
other fact or circumstance (other than any such matter initiated by CCC, its officers or directors or the CCC Shareholder), that, directly or indirectly, challenges, threatens, prohibits, enjoins, restrains, suspends, delays, conditions or renders illegal or imposes limitations on (or is likely to result in a challenge, threat to, or a prohibition, injunction, restraint, suspension, delay or illegality of, or to impose limitations on): (i) the Exchange or any other transaction contemplated by this Agreement; (ii) AAA's payment for, or acquisition or purchase of, some or all of the shares of CCC Stock or any material part of the assets of CCC.
8.4 Government Consents. There shall have been obtained at or prior to the Closing Date such permits and/or
authorizations, and there shall have been taken such other action by any regulatory authority having jurisdiction over the parties and the actions herein proposed to be taken, as may be required to lawfully consummate the Exchange, including but not limited to requirements under applicable U.S. and foreign securities and corporations laws and the _________(PLACENAME) Exchange Control Approval.
8.5 Opinion of AAA's Counsel. The CCC Shareholder shall have received from counsel to AAA, an opinion substantially
in the form of Exhibit 8.5.
8.6 Documents. AAA shall have executed and delivered to the CCC Shareholder the AAA Ancillary Agreements. AAA
shall have delivered a certificate representing the Exchange Shares (less any Escrow Shares) to the CCC Shareholder and shall have delivered the Escrow Shares to the Escrow Agent. CCC shall have received all written consents, assignments, waivers, authorizations or other certificates reasonably deemed necessary by CCC's legal counsel for CCC to lawfully consummate the transactions contemplated hereby.
8.7 No Litigation. No litigation or proceeding (other than any litigation or proceeding initiated by CCC, its Board of
Directors, Shareholder or officers or the CCC Shareholder) shall be threatened or pending for the purpose or with the probable effect of enjoining or preventing the consummation of the Exchange or any of the other transactions contemplated by this Agreement, or which could be reasonably expected to have a material adverse effect on the present or future operations or financial condition of AAA.
8.8 Instructions to Transfer Agent; Deliveries. AAA shall have issued irrevocable instructions to its transfer agent to
authorize the issuance of AAA Common Stock in the Exchange consistent with Section 2 hereof. AAA shall have made the other deliveries contemplated by Section 2 hereof.
8.9 Satisfactory Form of Legal Matters. The form, scope and substance of all legal and accounting matters contemplated
hereby and all closing documents and other papers delivered hereunder shall be reasonably acceptable to the CCC Shareholder's counsel.
8.10 Nasdaq National Market Listing. The shares of AAA Common Stock issuable to the CCC Shareholder in the
Exchange shall have been authorized for listing on the Nasdaq National Market.
8.11 Delivery of AAA Undertaking. AAA shall have delivered, to CCC and to Entrust the Undertaking. 9. CONDITIONS TO OBLIGATIONS OF AAA
The obligations of AAA hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by AAA in its sole discretion, but only in a writing signed by AAA):
9.1 Accuracy of Representations and Warranties. The representations and warranties of the CCC Shareholder set forth in
Section 3 and in the Investment Representation Letters shall each be true and accurate in every material respect on
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