Common use of Further Undertakings Clause in Contracts

Further Undertakings. 9.1 The Seller undertakes (at its own cost and expense), upon the request of the other, at any time after the date of this Agreement to do or procure to be done all acts and things and/or execute or procure the execution of all documents reasonably required of it by which may be necessary to implement the provisions of this Agreement. 9.2 The Purchaser acknowledges that the Businesses are currently (partly) covered by a group insurance policy of MSX International Inc. and that it has to make its own arrangements for appropriate insurance coverage for the period following the Effective Time. 9.3 At all times the Purchaser shall (at its own cost and expense) provide or procure to be provided to the Seller and its representatives, agents and advisers all such information (including, without limitation, the books, accounts, records and returns of the Purchaser) relating to the Businesses (including the Business Assets) in respect of the period until the Effective Time as the Purchaser may have in its possession or under its control as the Seller or its representatives, agents or advisers may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Seller and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such information. 9.4 At all times the Seller shall (at its own cost and expense) provide or procure to be provided to the Purchaser and its representatives, agents and advisers all such information (including, without limitation, the books, accounts, records and returns of the Seller) relating to the Businesses (including the Business Assets) as the Seller may have in its possession or under its control as the Purchaser or its representatives, agents or advisers may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Purchaser and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such information. 9.5 The Seller shall promptly upon receipt: 9.5.1 pass to the Purchaser all notices, correspondence or enquiries relating to the Businesses (including the Business Assets); and/or 9.5.2 pass or pay to the Purchaser all monies and other items belonging to the Purchaser which the Seller receives after Closing; and/or 9.5.3 assign to the Purchaser all orders relating to the Businesses which the Seller may receive after Closing. 9.6 The Seller undertakes to the Purchaser to complete the work which was assigned to the Retained Business prior to the Effective Time in relation to the Seller meeting its obligations under the Petronas Contract, after the Effective Time, and the Purchaser undertakes to the Seller to invoice Petronas for any work done by the Retained Business after the Effective Time and to pay such part of any monies received by the Purchaser from Petronas in respect of the work carried out by the Retained Business after the Effective Time to the Seller within 10 Business Days of receipt of such monies by the Purchaser. 9.7 The Purchaser undertakes to the Seller that between the Closing and 3 July 2005 and in relation to either of the Businesses, it shall not enter into any agreement, incur any commitment involving any capital expenditure or incur any borrowings which may have an effect on the Net Asset Statement.

Further Undertakings. 9.1 7.1 The Seller undertakes shall procure that an extraordinary general meeting of the shareholders of the Company is called for the purposes only of considering resolutions (in a form reasonably satisfactory to the Buyer) to appoint the Buyer’s nominees to the Board of Directors and the Board of Commissioners, such meeting to be held on the date (being not later than 60 days after Completion) which is notified to the Seller by the Buyer at its own cost least two Business Days before Completion. 7.2 The Buyer agrees that it shall procure that members of the Board of Directors and expensethe Board of Commissioners who are replaced by the Buyer’s nominees at the meeting called in accordance with clause 7.1 (or at any other meeting of shareholders called for that purpose) shall be released and discharged (acquit et décharge) of all their duties and liabilities as directors or commissioners (as the case may be) of the Company as of and for the period up to and including the EGM Date. 7.3 Without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed), upon the request Seller agrees that it shall not, in its capacity as a shareholder of the otherCompany, do any of the things specified in schedule 4 at any time after the date of this Agreement prior to do or procure to be done all acts and things and/or execute or procure the execution of all documents reasonably required of it by which may be necessary to implement the provisions of this AgreementCompletion. 9.2 7.4 The Purchaser acknowledges Seller shall notify the Buyer as soon as reasonably practicable if, to its knowledge, there is a Consultation Event prior to Completion and, to the extent it is able as a shareholder of the Company, it shall (i) cooperate with any reasonable request made by the Buyer and shall use its reasonable endeavours to procure that persons nominated by Table of Contents the Businesses Buyer are currently (partly) covered by a group insurance policy provided with reasonable access to the Board of MSX International Inc. Directors and the Board of Commissioners and that it has to make its own arrangements for appropriate insurance coverage for the period following the Effective Time. 9.3 At all times the Purchaser shall (at its own cost and expense) provide or procure to be provided to the Seller and its representatives, agents and advisers all such information (including, without limitation, the books, accounts, records and returns of the Purchaser) relating to the Businesses (including the Business Assets) in respect of the period until the Effective Time as the Purchaser may have in its possession or under its control as the Seller or its representatives, agents or advisers may from time to time reasonably require and, for this purpose (subject to reasonable notice)their fiduciary duties and any obligations of confidentiality applicable to them or to the Company) the Board of Directors and the Board of Commissioners shall consult with such persons and provide them with such information which they may reasonably request in connection with the Consultation Event, shall give its effect on the Seller and its representatives, agents and advisers all reasonable access to, and permit them Target Group and/or the steps being taken to copy, all such informationalleviate or remedy the Consultation Event. 9.4 At all times the Seller shall (at its own cost and expense) provide or procure to be provided to the Purchaser and its representatives, agents and advisers all such information (including, without limitation, the books, accounts, records and returns of the Seller) relating to the Businesses (including the Business Assets) as the Seller may have 7.5 Other than in its possession or under its control as the Purchaser or its representatives, agents or advisers may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Purchaser and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such information. 9.5 The Seller shall promptly upon receipt: 9.5.1 pass to the Purchaser all notices, correspondence or enquiries relating to the Businesses (including the Business Assets); and/or 9.5.2 pass or pay to the Purchaser all monies and other items belonging to the Purchaser which the Seller receives after Closing; and/or 9.5.3 assign to the Purchaser all orders relating to the Businesses which the Seller may receive after Closing. 9.6 The Seller undertakes to the Purchaser to complete the work which was assigned to the Retained Business prior to the Effective Time in relation to the Seller meeting accordance with its obligations under the Petronas Contractthis Agreement, after the Effective Time, and the Purchaser undertakes to the Seller will not offer, sell or contract to invoice Petronas for sell, or otherwise dispose of, directly or indirectly, or announce an offer of, any work done by the Retained Business after the Effective Time and to pay such part of Shares (or any monies received by the Purchaser from Petronas interest therein or in respect of the work carried out by the Retained Business after the Effective Time to the Seller within 10 Business Days of receipt of such monies by the Purchaser. 9.7 The Purchaser undertakes to the Seller that between the Closing and 3 July 2005 and in relation to either of the Businesses, it shall not thereof) or enter into any agreement, incur transaction with the same economic effect as any commitment involving any capital expenditure or incur any borrowings which may have an effect on of the Net Asset Statementforegoing.

Further Undertakings. 9.1 The Seller Each Cedent undertakes (at its own cost and expense), upon the request of the other, at any time after the date of this Agreement to do or procure to be done all acts and things and/or execute or procure the execution of all documents reasonably required of it by which may be necessary to implement the provisions of this Agreement.agrees – 9.2 The Purchaser acknowledges that the Businesses are currently (partly) covered by a group insurance policy of MSX International Inc. and that it has to make its own arrangements for appropriate insurance coverage for the period following the Effective Time. 9.3 At all times the Purchaser shall (at its own cost and expense) provide or procure to be provided to the Seller and its representatives, agents and advisers all such information (including, without limitation, the books, accounts, records and returns of the Purchaser) relating to the Businesses (including the Business Assets) 7.4.1 in respect of the period until Ceded Rights for which the Effective Time Cedent may hold promissory notes, bills of exchange, cheques or other liquid documents, not to pledge or otherwise encumber such promissory notes, bills of exchange, cheques or other liquid documents; 7.4.2 not to exercise any or all rights in respect of the Secured Property and/or the Ceded Rights which it may have which will be in conflict with the rights of the Debt Guarantor in terms of this Agreement; 7.4.3 to sign all other documents which the Debt Guarantor may require in order to give effect to this Agreement; 7.4.4 from time to time, and within three Business Days of written demand by the Debt Guarantor, to make such entries in or endorsements on its records relating to this Agreement as the Purchaser Debt Guarantor may have reasonably require; 7.4.5 that it may not cede, assign, transfer or pledge or in any other manner encumber or deal with the Secured Property and/or the Ceded Rights without the prior written consent of the Debt Guarantor, save with the prior written consent of the Agent and the Debt Guarantor; 7.4.6 to allow the Debt Guarantor and/or its possession or under duly authorised representatives, upon reasonable written notice by the Debt Guarantor, such reasonable rights of access to and right of inspection of such of its control books, records and financial information as the Seller or its representatives, agents or advisers Debt Guarantor may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Seller and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such information. 9.4 At all times the Seller shall (at its own cost and expense) provide purposes of ascertaining or procure to be provided verifying any information with regard to the Purchaser and its representativesSecured Property and/or Ceded Rights; and 7.4.7 upon the occurrence of an Event of Default which is continuing, agents and advisers all such information (includingit will forthwith pay over to the Debt Guarantor any interest, without limitation, the books, accounts, records and returns dividend or other benefits of any nature accrued and/or received in respect of the Seller) relating to Secured Property and/or the Businesses (including Ceded Rights on and after the Business Assets) date of occurrence of such Event of Default, by depositing the same into a nominated account as the Seller may have in its possession or under its control as the Purchaser or its representatives, agents or advisers Debt Guarantor may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Purchaser and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such informationdirect in writing. 9.5 The Seller shall promptly upon receipt: 9.5.1 pass to the Purchaser all notices, correspondence or enquiries relating to the Businesses (including the Business Assets); and/or 9.5.2 pass or pay to the Purchaser all monies and other items belonging to the Purchaser which the Seller receives after Closing; and/or 9.5.3 assign to the Purchaser all orders relating to the Businesses which the Seller may receive after Closing. 9.6 The Seller undertakes to the Purchaser to complete the work which was assigned to the Retained Business prior to the Effective Time in relation to the Seller meeting its obligations under the Petronas Contract, after the Effective Time, and the Purchaser undertakes to the Seller to invoice Petronas for any work done by the Retained Business after the Effective Time and to pay such part of any monies received by the Purchaser from Petronas in respect of the work carried out by the Retained Business after the Effective Time to the Seller within 10 Business Days of receipt of such monies by the Purchaser. 9.7 The Purchaser undertakes to the Seller that between the Closing and 3 July 2005 and in relation to either of the Businesses, it shall not enter into any agreement, incur any commitment involving any capital expenditure or incur any borrowings which may have an effect on the Net Asset Statement.

Further Undertakings. 9.1 The Seller undertakes (at its own cost and expense)Without prejudice to the foregoing obligations, upon the request each of the other, at any time after Company and the date of this Agreement Warrantors (to the extent such acts and things are applicable to the Warrantors) undertakes to the Placing Agents to do or procure to be done all other acts and things and/or execute or as may be required to be done by it/him to carry into effect the Placing in accordance with the terms thereof and each of the Warrantors hereby undertakes to procure the execution Company to comply with such undertaking. Each of the Company and the Warrantors further undertakes that it/he will comply with all documents reasonably required requirements so as to enable listing of it and permission to deal in the Placing Shares to be granted by which may be necessary to implement the provisions of this AgreementListing Division. 9.2 The Purchaser acknowledges that Warrantors shall procure compliance with the Businesses are currently (partly) covered obligations imposed upon the Company respectively by a group insurance policy the Companies Ordinance, the Listing Rules and any like legislation in respect of MSX International Inc. or by reason of the matters contemplated by this Agreement including without limitation the making of all necessary filings, if any, with the Registrar of Companies in Hong Kong and that it has to make its own arrangements for appropriate insurance coverage for the period following analogous authority in the Effective TimeCayman Islands. 9.3 At all times Subject as required by Law or by the Purchaser shall (at its own cost Stock Exchange, the SFC or any other regulatory body to which the Company is subject, the Company and expense) provide or procure to be provided the Warrantors undertake to the Seller and its representativesPlacing Agents that no announcement, agents and advisers all such information circular, prospectus or report (including, without limitation, the books, any quarterly or annual report and accounts, records and returns ) by or on behalf of the Purchaser) Company (and in particular no announcement relating to the Businesses (including Placing or its associated transactions which will or is likely to affect the Business Assets) in respect market price of the Placing Shares) shall be issued or despatched during the period until from the Effective Time date hereof up to and including Completion without the prior written approval of the Placing Agents and any such announcement, circular, prospectus or report shall be made in such terms and in such manner as may be reasonably agreed by the Purchaser may have in its possession or under its control as the Seller or its representatives, agents or advisers may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Seller and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such informationPlacing Agents. 9.4 At The Company undertakes with the Placing Agents that the audited consolidated accounts of the Company and its subsidiaries for its financial year ending December 31, 2010 will be prepared on a basis consistent in all times material respects with the Seller shall (at its own cost and expense) provide or procure to be provided accounting policies adopted for the purposes of the financial statements set out in the accountants’ report attached to the Purchaser and its representatives, agents and advisers all such information (including, without limitation, the books, accounts, records and returns of the Seller) relating to the Businesses (including the Business Assets) as the Seller may have in its possession or under its control as the Purchaser or its representatives, agents or advisers may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Purchaser and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such informationVSA Circular. 9.5 The Seller shall promptly upon receipt: 9.5.1 pass Company and the Warrantors agree to procure that the Purchaser all notices, correspondence or enquiries relating to Company will maintain a listing for the Businesses (including Shares on the Business Assets); and/or 9.5.2 pass or pay to the Purchaser all monies and other items belonging to the Purchaser which the Seller receives after Closing; and/or 9.5.3 assign to the Purchaser all orders relating to the Businesses which the Seller may receive after Closing. 9.6 The Seller undertakes to the Purchaser to complete the work which was assigned to the Retained Business prior to the Effective Time in relation to the Seller meeting its obligations under the Petronas Contract, Stock Exchange after the Effective Time, and the Purchaser undertakes to the Seller to invoice Petronas for any work done conditions set out in Clause 2.6 (A) have been fulfilled except following a withdrawal of such listing which has been approved by the Retained Business after the Effective Time and to pay such part of any monies received by the Purchaser from Petronas in respect relevant shareholders of the work carried out by Company in accordance with the Retained Business after Listing Rules or following an offer (within the Effective Time to the Seller within 10 Business Days of receipt of such monies by the Purchaser. 9.7 The Purchaser undertakes to the Seller that between the Closing and 3 July 2005 and in relation to either meaning of the Businesses, it shall not enter into any agreement, incur any commitment involving any capital expenditure or incur any borrowings which may have an effect Hong Kong Code on Takeovers and Mergers and Share Repurchases) for the Net Asset StatementCompany becoming unconditional.

Further Undertakings. 9.1 The Seller Company undertakes to each of the Sole Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries that, and each of the other Warrantors undertakes to procure that: (at i) the Company will comply in all respects with the terms and conditions of the Hong Kong Public Offering and, in particular, without limitation: (a) to comply with all applicable Laws in effect from time to time, in particular, to comply with the obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules in respect of or by reason of the making of the Global Offering including, but without limitation, the making of all necessary filings with the Registrar of Companies in Hong Kong and the Stock Exchange and the making available for documents on display and in the manner referred to in the paragraph headed “Documents delivered to the registrar of companies in Hong Kong and available on display” of Appendix VII to the Prospectus during the period specified in that paragraph; (b) to comply in all aspects with the terms and conditions of the Global Offering and, in particular, to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clauses 3.4.6 and 3.4.7, to the applicants under Clause 3.4.6(i) or, as the case may be, as the Sponsor-OC direct; and (c) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event on the date specified in the Prospectus for the despatch of the share certificates, to cause definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant; (ii) the Company will use it reasonable endeavours to procure that the H Share Registrar, the White Form eIPO Service Provider and the Receiving Bank will comply with the terms of their respective appointment, all applicable Laws (including, without limitation, the Guidelines for Electronic Public Offerings published by the SFC) and any reasonable instructions from the Sponsor-OC in connection with the Global Offering, and will do all such acts and things as may be required to be done by each of them and by the time specified or necessary in connection with the Global Offering and the transactions contemplated thereunder, and in particular, but without limitation, as set out in the H Share Registrar Agreement and the Receiving Bank Agreement, respectively; (iii) none of the terms of the appointments of the H Share Registrar, the White Form eIPO Service Provider and the Receiving Bank shall be amended without the prior written consent of the Sponsor-OC (for itself and on behalf of the Hong Kong Underwriters); (iv) each of the Warrantors will, and in particular the Company will use its/his/ her best endeavours to cause the Group Companies, and any party acting on its behalf to, comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules (as relevant) and any requirements to publish information affecting the information contained in the Prospectus including supplemental listing documents and further agrees not to issue, publish, distribute or make available any announcement, circular or document as contemplated above without the prior written consent of the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and the Sole Sponsor (such consent not to be unreasonably withheld or delayed); (v) the Company itself will give every assistance, and will cooperate with and fully assist, and procure the members of the Group and the Warranting Parties, and their respective directors, officers, employees, affiliates, agents, advisors, reporting accountants, auditors, legal counsels and other relevant parties engaged by the Company in connection with the Global Offering to cooperate with and fully assist in a timely manner, each of the Sole Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries, to facilitate its performance of its duties, as the case may be, as a sponsor, a overall coordinator and/or a capital market intermediary and to meet its obligations and responsibilities (including its obligations and responsibilities to provide materials, information and documents to the Stock Exchange, the SFC, the CSRC and other regulators) under all applicable laws, regulations, rules and regulatory requirements (whether having the force of law or otherwise) from time to time in force, including, without limitation, the Code of Conduct, the Listing Rules and the CSRC Rules; (vi) the Company will comply with (and the Company hereby confirms that it has duly complied with) all applicable Laws (including, without limitation and for the avoidance of doubt, the rules, regulations and requirements of the Stock Exchange, the SFC and any other Governmental Authority) including, without limitation: (a) complying with the Listing Rule requirement to document the rationale behind the Company’s decision on allocation and pricing, in particular where the decision is contrary to the advice, recommendation(s) and/or guidance of the Overall Coordinators (in the capacity of overall coordinators) in accordance with paragraph 19 of Appendix F1 to the Listing Rules;‌ (b) complying with and procuring the Directors to comply with their obligations to assist the syndicate members in accordance with Rule 3A.46 of the Listing Rules, including but not limited to keeping the syndicate members informed of any material changes to information provided under Rule 3A.46(1) of the Listing Rules as soon as it becomes known to the Company and the Directors; (c) notifying the Stock Exchange and providing it with the updated information and reasons for any material changes to the information provided to the Stock Exchange under Rule 9.11 of the Listing Rules; (d) keeping the Sole Sponsor and the Overall Coordinators (in the capacity of overall coordinators) informed of any material change to the information previously given to the CSRC, the Stock Exchange and the SFC, and to enable the Overall Coordinators to provide (or procuring their provision) to the CSRC, the Stock Exchange and/or the SFC, in a timely manner, such information as the CSRC, the Stock Exchange or the SFC may require; (e) providing to or procuring for the Overall Coordinators (in the capacity of overall coordinators) all necessary consents to the provision of the information referred to in paragraph (vi) of this Clause to them; and complying, cooperating and assisting with record-keeping obligations of the Company, the Overall Coordinators (in the capacity of overall coordinators) and the CMIs under the Code of Conduct and the Listing Rules, including but not limited to, in the situation where the Company may decide to deviate from the advice or recommendations by the Overall Coordinators (in the capacity of overall coordinators); and‌ (f) the Company shall inform the Stock Exchange and the SFC of such change or matter in accordance with the Laws, or if so reasonably required by any of the Sole Sponsor, the Overall Coordinators and the Underwriters (including the Capital Market Intermediaries). (vii) as soon as practicable and in any event before the commencement of dealings in the H Shares on the Stock Exchange, the Company will submit to the Stock Exchange the declaration Form F of the Listing Rules acceptable to the Stock Exchange via FINI; (viii) none of the connected persons (as defined in the Listing Rules) of the Company and none of their respective associates will itself (or through a company controlled by it) will apply for or acquire any Offer Shares either in their own cost names or through nominees unless permitted to do so under the Listing Rules or a waiver from compliance with the Listing Rules duly granted from the Stock Exchange to that effect; (ix) the Company will use all of the net proceeds received by it pursuant to the Global Offering in the manner specified in the section headed “Future Plans and expenseUse of Proceeds” in the Prospectus and in case of any change the Company has to obtain prior consent from the Sole Sponsor (such consent shall not be unreasonably withheld or delayed) and such change to be in compliance with the requirements under the Listing Rules and/or the requirements of SEHK. The Company will not directly or indirectly use any of the proceeds from the Global Offering to fund any operations in, to finance any investments, projects or activities in, to make any payments to, any country, or to make any payments to, or finance any activities with, any person, targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Asset Control. The Company will maintain and implement adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the Global Offering that is inconsistent with any of the Company’s representations and applicable obligations; (x) except pursuant to the Global Offering (including pursuant to the exercise of the Over- allotment Option), upon during the request period commencing on the date of this Agreement and ending on, and including, the date that is six months after the Listing Date (the “First Six-Month Period”), the Company will not without the prior written consent of the otherSole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters)(such consent shall not be unreasonably withheld or delayed) and unless in compliance with the requirements of the Listing Rules: (a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, any H Shares or other equity securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any equity securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any other warrants or other rights to purchase, any H Shares or other equity securities of the Company), or deposit any H Shares or other equity securities of the Company with a depositary in connection with the issue of depositary receipts; or‌ (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of subscription or ownership (legal or beneficial) of any H Shares or other equity securities of the Company, or any interest in any of the foregoing (including, without limitation, any equity securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any H Shares or other equity securities of the Company); or (c) enter into any transaction with the same economic effect as any transactions specified in Clause 6.1(x)(a) or 6.1(x)(b) above; or (d) offer to or agree to or announce, or publicly disclose, any intention to effect any transaction specified in Clause 6.1(x)(a), 6.1(x)(b) or 6.1(x)(c) above, in each case, whether any of the transactions specified in Clause 6.1(x)(a), 6.1(x)(b) or 6.1(viii)(c) above is to be settled by delivery of H Shares or other equity securities of the Company, or in cash or otherwise (whether or not the issue of such H Shares or other shares or equity securities will be completed within the First Six-Month Period); (xi) the Company will not, and will procure each other Group Company not to, enter into any of the transactions specified in Clause 6.1(x)(a), 6.1(x)(b) or 6.1(x)(c) above or offer to or agree to or announce any intention to effect any such transaction, such that the Controlling Shareholder would cease to be a “controlling shareholder” (as defined in the Listing Rules) of the Company during the period of six months immediately following the expiry of the First Six-Month Period (the “Second Six-Month Period”). In the event that, during the Second Six-Month Period, the Company enters into any of the transactions specified in Clause 6.1(x)(a), 6.1(x)(b) or 6.1(x)(c) above or offers to or agrees to or announces, or publicly discloses, any intention to effect any such transaction, the Company shall take all reasonable steps to ensure that it will not create a disorderly or false market in any H Shares or other securities of the Company in a manner that violates the Listing Rules and/or the SFO; (xii) during the 12 months following the Listing Date, the Company will use its best endeavours to maintain the listing of the H Shares on the Stock Exchange; (xiii) without prejudice to Clauses 3.4.6(ii), 3.6.2 and 3.6.3, the Company will pay any tax, duty, levy, fee or other charge or expense (if any) which may be payable by the Company in Hong Kong or elsewhere, whether pursuant to the requirement of any Laws or otherwise, in connection with the creation, allotment, issue, sale or transfer of the Offer Shares, the Global Offering, or the execution and delivery of, or the performance of any of the provisions under, this Agreement; (xiv) the Company shall not at any time after the date of this Agreement up to do and including the date on which all the Conditions are fulfilled or waived, amend or agree to amend the Articles of Association (save for allowing the Articles of Association that have been conditionally adopted by the Company to become effective upon Listing, as described in the Prospectus) or enter into or procure any Group Company not to enter into any commitment or arrangement which could materially and adversely affect the Global Offering or which is outside the ordinary course of business of any member of the Group or take any steps which, in the reasonable opinion of the Sole Sponsor, would be done inconsistent with any expression of policy or intention in the Prospectus or make any material amendment to any of the service contracts of the Directors or waive or release a Director from any provision of his service contract and the Company shall do all such acts and things and/or execute to enforce or procure preserve the execution rights of all documents reasonably required of it by the Company under the service contracts; (xv) at any time within the period during which the Over-allotment Option may be necessary to implement the provisions of this Agreement. 9.2 The Purchaser acknowledges that the Businesses are currently (partly) covered by a group insurance policy of MSX International Inc. and that it has to make its own arrangements for appropriate insurance coverage for the period following the Effective Time. 9.3 At all times the Purchaser shall (at its own cost and expense) provide or procure to be provided to the Seller and its representatives, agents and advisers all such information (including, without limitationexercised, the booksCompany shall not declare or make any payment of dividends, accountsmake any other distribution of profits whatsoever, records and returns any return of value or any issue of bonus Shares to its shareholders or offer or agree to do any of the Purchaserforegoing or announce any intention to do so; (xvi) relating if, at any time up to or on the Businesses (including date falling 30 days after the Business Assets) Listing Date, there is a material change which affects or is capable of affecting any information contained in the Offer Documents or a new matter arises, the inclusion of information in respect of which would have been required in any of the period until Offer Documents had it arisen before any of them was issued, then the Effective Time as the Purchaser may have in its possession or under its control as the Seller or its representatives, agents or advisers may from time to time reasonably require and, for this purpose Company shall: (subject to reasonable notice), shall give the Seller and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such information. 9.4 At all times the Seller shall (at its own cost and expensea) promptly provide or procure to be provided particulars thereof to the Purchaser and its representatives, agents and advisers all such information (including, without limitation, the books, accounts, records and returns of the Seller) relating to the Businesses (including the Business Assets) as the Seller may have in its possession or under its control as the Purchaser or its representatives, agents or advisers may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Purchaser and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such information. 9.5 The Seller shall promptly upon receipt: 9.5.1 pass to the Purchaser all notices, correspondence or enquiries relating to the Businesses (including the Business Assets); and/or 9.5.2 pass or pay to the Purchaser all monies and other items belonging to the Purchaser which the Seller receives after Closing; and/or 9.5.3 assign to the Purchaser all orders relating to the Businesses which the Seller may receive after Closing. 9.6 The Seller undertakes to the Purchaser to complete the work which was assigned to the Retained Business prior to the Effective Time in relation to the Seller meeting its obligations under the Petronas Contract, after the Effective Time, Sole Sponsor and the Purchaser undertakes to the Seller to invoice Petronas for any work done Overall Coordinators; (b) if so reasonably required by the Retained Business after Sole Sponsor and/or the Effective Time Overall Coordinators, inform the Stock Exchange and to pay such part of any monies received by the Purchaser from Petronas in respect of the work carried out by the Retained Business after the Effective Time to the Seller within 10 Business Days of receipt of such monies by the Purchaser. 9.7 The Purchaser undertakes to the Seller that between the Closing and 3 July 2005 and in relation to either of the Businesses, it shall not enter into any agreement, incur any commitment involving any capital expenditure or incur any borrowings which may have an effect on the Net Asset Statement.t