Exchange Agreement 债转股协议【全英文】(7)

signed by the party to be bound thereby or for whose benefit such condition was provided. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. In addition, at any time prior to the Closing, the CCC Shareholder and AAA (by action taken by its Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such party thereafter to enforce such provisions or any other provisions.

12.7 Expenses. Each party will bear its respective expenses and legal fees incurred with respect to this Agreement, and

the transactions contemplated hereby.

12.8 Attorneys' Fees. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party will

be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court (including without limitation, costs, expenses and fees on any appeal). The prevailing party will be entitled to recover its costs of suit, regardless of whether such suit proceeds to final judgment.

12.9 Notices. All notices and other communications required or permitted under this Agreement will be in writing and

will be either hand delivered in person, sent by telecopier or sent by internationally recognized express courier service. Such notices and other communications will be effective upon receipt if hand delivered or sent by telecopier, and three (3) days after dispatch if sent by express courier, to the following addresses, or to such other addresses or fax number as any party may notify the other parties in accordance with this Section:

(i) If to AAA: AAA Inc.

_________(address) Attention: _________

with a copy to:

DDD LLP _________(address) Attention: _________ Fax Number: _________

(ii) If to CCC Shareholder: BBB(sb)

_________(address) Fax Number: _________

with a copy to: _________(sb)

_________(address) Attention: _________ Fax: _________

and a copy to: EEE LLP

_________(address) Attention: _________ Fax Number: _________

12.10 Construction of Agreement. This Agreement has been negotiated by the respective parties hereto and their

attorneys and the language hereof will not be construed for or against either party. A reference to a Section or an exhibit will mean a Section in, or exhibit to, this Agreement unless otherwise explicitly set forth. The titles and headings herein are for reference purposes only and will not in any manner limit the construction of this Agreement which will be considered as a whole.

12.11 No Joint Venture. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or

partnership between any of the parties hereto. No party is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party. No party will have the power to control the activities and operations of any other party and their status is, and at all times will continue to be, that of independent contractors with respect to each other. No party will have any power or authority to bind or commit any other. No party will hold itself out as having any authority or relationship in contravention of this Section.

12.12 Further Assurances. Each party agrees to cooperate fully with the other parties and to execute such further

instruments, documents and agreements and to give such further written assurances as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement.

12.13 Absence of Third Party Beneficiary Rights. No provisions of this Agreement are intended, nor will be interpreted,

to provide or create any third party beneficiary rights or any other rights of any kind in any client, customer, affiliate, shareholder, partner, employee, agent, consultant or any party hereto or any other person or entity unless specifically provided otherwise herein, and, except as so provided, all provisions hereof will be personal solely between the parties to this Agreement.

12.14 Public Announcement. Upon execution of this Agreement, AAA and CCC will issue a press release approved by

AAA and the CCC Shareholder announcing the Exchange. Thereafter, AAA may issue such press releases, and make such other disclosures regarding the Exchange, as it determines are required under applicable securities laws or regulatory rules, but shall first consult with the CCC Shareholder and provide the CCC Shareholder with an opportunity to comment on any such press release. Prior to the publication of the press release issued upon execution of this Agreement (unless this Agreement has been terminated), no party hereto shall make any public announcement relating to this Agreement or the transactions contemplated hereby and the CCC Shareholder shall use his best efforts to prevent any trading in AAA Common Stock by officers, directors, Shareholder, employees, agents and consultants of CCC and/or of any CCC Subsidiaries. Notwithstanding these limitations, in connection with the Closing, CCC's financial advisor shall be permitted to publish tombstone advertisements related to the transactions contemplated hereby.

12.15 Confidentiality. The CCC Shareholder shall cause CCC to confirm and AAA shall confirm that they have entered

into the Confidentiality Agreement and that they are each bound by, and will abide by, the provisions of such Confidentiality Agreement [(except that AAA will cease to be bound by the Confidentiality Agreement after the Exchange becomes effective)]. If this Agreement is terminated, all copies of documents containing confidential information of a disclosing party shall be returned by the receiving party to the disclosing party or be destroyed, as provided in the Confidentiality Agreement.

12.16 Entire Agreement. This Agreement and the exhibits hereto CCC constitute the entire understanding and agreement

of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto other than the Confidentiality Agreement. The express terms hereof control and supersede any course of performance or _________(PLACENAME)ge of the trade inconsistent with any of the terms hereof.

12.17 U.S. Dollars; _________(PLACENAME) Rand. United States dollars are referred to herein by the international

symbol \

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AAA, INC. CCC SHAREHOLDER

By: _________ By: _________

Name: _________ Name: _________

Title: _________

百度搜索“77cn”或“免费范文网”即可找到本站免费阅读全部范文。收藏本站方便下次阅读，免费范文网，提供经典小说综合文库Exchange Agreement 债转股协议【全英文】(7)在线全文阅读。