Directors’ Conflict Sample Clauses

Directors’ Conflict. Each of the Existing Shareholders hereby represents and warrants to each other that in the event that it and/or its Affiliates invest in other companies that are in similar business as and are in competition with the Group (“Competing Companies”), it shall (a) not appoint the Director of the Company as the director or other officer of the Competing Companies; (b) not appoint the director or other officer of the Competing Companies as the Director of the Company; and (c) put in place suitable safeguards and Chinese wall to ensure that the Directors appointed by it (if any) to the Board do not disclose and/or share the information concerning the Group with the Competing Companies and that it will procure the resignation of such Directors from the Board as soon as practicable, if there is any actual conflict of interest arising from its aforesaid investment. Upon the recommendation of the ACF Committee and subject to the approval of the Board (including approval from the Majority Preference Directors as provided in Clause 4.1.26), the Company shall formally adopt and implement the Pre-Listing ESOS prior to a Qualifying IPO. The ACF Committee shall administer the Pre-Listing ESOS and be responsible for recommending the grant of all options thereunder. The terms of the Pre-Listing ESOS shall provide that upon exercise of any option, the holder of such option shall execute a Joinder and become a party to this Agreement as if an original signatory hereto.