Further Commitment. Following the date hereof, if Medarex provides to a third party a warranty or indemnity that the use of the Mice to make antigen-specific antibodies, or hybridoma cells producing such antigen-specific antibodies, will not (whether qualified by Medarex’s knowledge or not) infringe published PCT patent applications, then Medarex shall notify FibroGen and provide to FibroGen a further representation and warranty and/or indemnity comparable in scope to the warranty and/or indemnity provided to the third party, effective as of the date of such third party agreement.
Further Commitment. During the Term, Mr. Forrest shall devote his full business time and best efforts to xxx xxxxxx as Executive Chairman of Cosi.
Further Commitment. 6.1. All parties undertake to make every effort to implement or facilitate their affiliated shareholding entities to implement or cooperate with the group company in implementing matters related to this restructuring, including but not limited to: (i) handling and/or cooperating in handling domestic and foreign government procedures involved in this restructuring (including but not limited to Cui Jiaming’s capital increase in Huizhou Yipeng, WFOE’s acquisition of Huizhou Yipeng, foreign exchange registration for domestic residents’ return investment, foreign exchange registration for foreign direct investment in China, foreign investment information reporting, ODI procedures, etc.). Lxx Xxxxxxx and individual shareholders should complete the foreign exchange registration procedures for domestic residents’ overseas investment and financing and return investment through special purpose companies in accordance with the provisions of the “Notice of the State Administration of Foreign Exchange on Relevant Issues Concerning Foreign Exchange Management for Domestic Residents’ Overseas Investment and Financing through Special Purpose Companies” (“Document No. 37”); (ii) Sign documents related to this restructuring (including but not limited to stock warrants, share application letters signed by institutional shareholders or their affiliated shareholders to subscribe for shares of the Cayman Islands company, and the Cayman Islands company’s articles of association, etc.); (iii) vote in favor of and sign relevant resolution documents when voting on the matters related to this restructuring as stipulated in this agreement by the group company, and (iv) cooperate with regulatory authorities to provide and sign various documents as required.
6.2. All parties undertake to actively apply for and handle the procedures related to overseas investment and shareholding in this restructuring, and take all possible measures within a reasonable scope to avoid obstacles or delays in such domestic and foreign government procedures.
Further Commitment. 9.1 Actual controllers, existing shareholders and/or the Company represent, warrant and agree that during the period from the date of signing of this Agreement to the Investor’s paying off for the Equity Transfer and Capital Increase , The Company will not take any of the following actions, unless otherwise specified by prior written consent from the Investor:
(1) Amendment of the articles of association and other organizational documents, except the amendment of articles of association and other organization documents for the purpose of this transaction;
(2) Major adjustment to the Company’s organization structure and management personnel ; Conclusion, termination or revision of contract for employment of directors or senior management personnel employment arrangements (except the renewal of existing agreements, or arrangements and / or promotion and salary raise during the period of employment;
(3) Apart from main business, conclusion of any agreement or commitment which can involve the total price exceeding RMB 1 million yuan (or other currency of equivalent value), or that may result in any major change in the nature or scope of the Company's business;
(4) Apart from main business, conclusion of any agreement, contract, arrangement or transaction which may have material adverse impact on the company.
(5) Cancellation or waiver of third-party claims, including claim for compensation and creditor’s right;
(6) Provide any loan to the third party, set any encumbrance based on all or part of the Company's shares, assets, income or equity, or allow any encumbrance by taking any third party as the beneficiary;
(7) The Company’s borrowings from financial institution or other third party exceeding RMB 1 million yuan (or other currency of equivalent value), or other forms of financing;
(8) Direct or indirect sale, lease, transfer or otherwise dispose of the Company's major assets and business through one or more or a series of transactions (no matter if they are connected transaction);
(9) Render service to any customer in accordance with more preferential terms and conditions, or participate in any obviously unfair business practices or any transactions that may damage the interests of the Company;
(10) Amendment of the Company's accounting methods, policies / principles, and financial accounting rules and regulations etc., (except the revision in accordance with China GAAP and applicable laws);
(11) Mergers and acquisitions, investment in any company by shares...
Further Commitment. Each party shall further execute reasonably required documents and take reasonably required actions so as to ensure the effective completion of the equity transfer under the agreement.
Further Commitment. 7.1 Each party commits that it shall execute all the documents and take all the actions and measures required for a full implementation of this Agreement.
7.2 If this Agreement is terminated according to Article 4.3, all parties shall cooperate, and execute all the necessary documents and take all the necessary actions and measure to reinstate the equity to the status prior to execution of this Agreement.
