EBay (EBAY)

3.5 Financing. As of immediately prior to the Closing and assuming the consummation of the Share Allocation, Purchaser will have sufficient cash to enable it to pay all amounts required to be paid for the Shares hereunder.

4. CERTAIN COVENANTS

4.1 Operation of the Company’s Business.

(a) During the period commencing on the date of this Agreement and ending on the earlier of the Acceptance Time and the valid termination of this Agreement (the “Pre-Closing Period”), the Selling Shareholder shall cause the Company to: (i) conduct its business and operations in the ordinary course and consistent with past practices; (ii) use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Company and with all Governmental Bodies; and (iii) promptly notify Purchaser of: (A) any claim asserted by any Governmental Body; (B) any claim asserted in writing by any Person other than a Governmental Body; (C) any Legal Proceeding commenced; or (D) any Legal Proceeding, to the knowledge of Parent, the Selling Shareholder and the Company, threatened, in the case of clauses “(A)” through “(D)” against the Company that relates to the Share Purchase.

(b) During the Pre-Closing Period, except as set forth in Part 4.1 of the Disclosure Schedule, the Selling Shareholder shall use its commercially reasonable efforts to cause the Company not to (without the prior written consent of Purchaser, which consent shall not be unreasonably withheld):

(i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities;

(ii) sell, issue, grant or authorize the sale, issuance or grant of: (A) any shares of capital stock or other security; (B) any call, warrant or right to acquire any shares of capital stock or other security; or (C) any instrument convertible into or exchangeable for any shares of capital stock or other security;

(iii)(A) acquire any equity interest or other interest in any other Entity, other than interests that constitute short term investments under Korean GAAP; or (B) effect or become a party to any merger, consolidation, plan of arrangement, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, issuance of bonus shares, division or subdivision of shares, consolidation of shares or similar transaction;

(iv) except in the ordinary course of business and consistent with past practices, lend money to any Person, or incur or guarantee any indebtedness;

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(v) settle any Legal Proceeding where the settlement would have a materially detrimental impact on the Company; or

(vi) agree or commit to take any of the actions described in clauses “(i)” through “(v)” of this Section 4.1(b).

(c) During the Pre-Closing Period, each party to this Agreement shall promptly notify the other party to this Agreement in writing of: (i) the discovery by such party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by such party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause the conditions set forth in Section 5.1 or Section 6.1, as the case may be, not to be satisfied; (iii) any breach of any covenant or obligation of such party that would cause the condition set forth in Section 5.2 or Section 6.2, as the case may be, not to be satisfied; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 5 or Section 6 impossible or unlikely or that has had or would reasonably be expected to have or result in a Company Material Adverse Effect. No notification given to a party pursuant to this Section 4.1(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the other party contained in this Agreement.

4.2 Regulatory Approvals. Each party to this Agreement shall use commercially reasonable efforts to file, as promptly as reasonably practicable after the date of this Agreement, all notices, reports and other documents identified on Schedule 4.2, and to submit promptly any additional information requested by any Governmental Body in connection therewith.

4.3 Additional Agreements. Purchaser and the Selling Shareholder shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Share Purchase. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall cause to be made all filings (if any) and cause to be given all notices (if any) required to be made and given by such party in connection with the Share Purchase; (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Share Purchase; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Share Purchase.

4.4 Public Announcements. During the Pre-Closing Period, Purchaser and the Selling Shareholder shall consult with each other before issuing any press release or otherwise making any public statement relating to the Share Purchase; provided, however, that, either Purchaser or the Selling Shareholder shall be entitled, without consulting with the other, to issue any press release or make any public statements to the extent that the press release or such statements are either: (a) consistent with other public statements made by Purchaser or the Selling Shareholder with the consent of the other; or (b) required by applicable Legal Requirements.

4.5 Indemnification. Parent shall indemnify and hold harmless Purchaser from and against any reduction in value of the Company, or any losses, costs, damages, liabilities and expenses (including reasonable attorneys’ fees, other professionals’ and experts’ fees, costs of investigation and court costs) incurred or suffered by Purchaser, arising from any Legal Proceeding brought by a third party against the Company that is based on the facts and circumstances underlying the matter referred to on Schedule 4.5 (the “Specified Matter”).

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