Disclaimer of Certain Regulatory Obligations Clause Samples

Disclaimer of Certain Regulatory Obligations. The Voting Covenant is not intended to create a relationship between the Parties where any Investor would be viewed as “acting in concert” with Management (and persons acting in concert with them) under the Takeovers Code nor is the entering into of the Voting Covenant intended to result in an Investor or its Affiliates being obligated, whether alone or together with Management (and any party acting in concert with any of them), to make a general offer for the Ordinary Shares under the Takeovers Code. The Parties expressly disclaim the existence of any such intention. As evidence that the Parties do not intend to create the relationship and/or the result referred to in the preceding paragraph, the Parties agree that, subject to JM or his designee and each of the affected Investors having negotiated in good faith to agree a solution but having failed to reach an agreement (such agreement not to be unreasonably withheld) to avoid the aggregate shareholding of Management (and any party acting in concert with any of them) and each such Investor and its Affiliates reaching thirty percent (30%) at any time upon or after an Initial Public Offering in Hong Kong, the Voting Covenant shall automatically terminate with respect to each such Investor only to the extent necessary to avoid the designation of such Investor as a controlling shareholder or part of a controlling shareholder together with Management, or the requirement to extend a general offer described above, as provided in Section 8.5(d)), which, for the avoidance of doubt, shall take place when such aggregate shareholding reaches one share below thirty percent (30%) of the outstanding Ordinary Shares.