Obligations of Shareholders. Notwithstanding anything to the contrary in this Agreement, the representations, warranties, covenants and agreements of each Shareholder are several and not joint and several, and in no event shall any Shareholder have any obligation or liability for any of the representations, warranties and covenants of any other Shareholder.
Obligations of Shareholders. To ensure that Party B performs all of its obligations under the Business Agreements, the Shareholders hereby acknowledge and agree that without the prior written consent of Party A or any other person designated by Party A, Party B will not conduct any transaction which may materially affect its assets, business, personnel, obligations, rights or operation, including but not limited to:
1.1 Carrying out any activities beyond the scope of its normal operation, or operating its business by such means that are not consistent with its usual operation practice;
1.2 Borrowing money from any third party or undertaking any obligations other than those occurred during the normal or daily business operations;
1.3 Replacing or dismissing any of its directors or replace any of its senior officers;
1.4 Selling or acquiring or otherwise disposing of any of its assets or rights with value of over RMB100,000 to or from any third party, including but not limited to any intellectual property rights;
1.5 Granting any security interest over any of its assets or intellectual property rights or providing any other security or creating any other encumbrances on its assets in favor of any third party;
1.6 Amending the articles of association or changing its business scope;
1.7 Changing its normal business process or amending any of its internal material rules and regulations;
1.8 Assigning its rights and obligations hereunder to any third party;
1.9 Adjusting its business operating models, marketing strategies, operating guidance or client relationship in material aspects; and
1.10 Declaring or distributing dividends or profits.
Obligations of Shareholders. The obligations of the Stockholders hereunder shall be "several" and not "joint" or "joint and several." Without limiting the generality of the foregoing, under no circumstances will any Stockholder have any liability or obligation with respect to any misrepresentation or breach of covenant of any other Shareholder.
Obligations of Shareholders. In order to ensure Party B’s performance of the Business Agreements executed with Party A and its obligations to Party A, the Shareholders hereby acknowledge and agree that, unless with prior written consent of Party A or any other party designated by it, Party B will not engage in any transaction which may have material effect on its assets, business, employees, obligations, rights or business operations, including but not limited to:
1.1 carrying out any activity beyond its ordinary business scope, or conducting its business in a way inconsistent with its past practice;
1.2 borrowing any sum from or undertaking any liability to any third party, except for those occurred in its ordinary business course;
1.3 changing or removing any of its directors, or replacing any member of its senior management;
1.4 selling to or acquire from any third party or otherwise dispose any assets or rights of an amount exceeding RMB100, 000, including but not limited to any intellectual properties;
1.5 offering guarantee or any other forms of security to any third party by use of its assets or intellectual properties, or create any other encumbrance on its assets;
1.6 amending its articles of association, or changing its business scope;
1.7 changing its ordinary business procedures, or amending any of its material internal rules, regulations or policies;
1.8 assigning its rights and obligations under this Agreement to any third party;
1.9 making any substantial adjustment to its business model, marketing strategies, operation policies or client relations; or
1.10 declare or distribute any profit or dividend.
Obligations of Shareholders. Following the filing of the Registration Statement and during any period that the Registration Statement is effective, each Shareholder shall:
(a) not effect any stabilization transactions or engage in any stabilization activity in connection with the Company common shares in contravention of Regulation M under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) furnish each broker through whom any Shareholder offers Registrable Stock such number of copies of the Prospectus as the broker may require and otherwise comply with prospectus delivery requirements under the Securities Act;
(c) Intentionally omitted;
(d) not (and shall not permit any Affiliated Purchaser (as defined in Rule 10b-6 under the Exchange Act) to) bid for or purchase for any account in which any Shareholder has a beneficial interest, or attempt to induce any other person to purchase, any Company common shares in contravention of Regulation M under the Exchange Act;
(e) Intentionally omitted;
(f) cooperate with the Company as the Company fulfills its obligations under Section 1(d) hereof;
(g) furnish such information concerning such Shareholder as the Company may from time to time reasonably request;
(h) sell Registrable Stock only in privately negotiated transactions or Brokers' Transactions; and
(i) not sell under the Registration Statement during any period after the Company has provided notice to such Shareholder pursuant to Section 1(e)(iv) above and until the Company provides to such Shareholder notice that the Registration Statement no longer fails to state a material fact required to be stated therein, misstates a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made not misleading.
Obligations of Shareholders. The obligations of the Shareholders under this Voting Agreement shall be "several" and not "joint" or "joint and several." Without limiting the generality of the foregoing, under no circumstances will any Shareholder have any liability or obligation with respect to any misrepresentation or breach of covenant of any other Shareholder.
Obligations of Shareholders. Each Shareholder shall always hold its Shares, take action, give its consent or require the Directors nominated by it to vote in such manner that the provisions of this Agreement and the Processing Agreement can be satisfied.
Obligations of Shareholders. If for any reason the Company is unable to consummate the purchase of the Put Shares as contemplated by Section 1.4.3 upon the exercise of the Annual Put Right or a Put Default within thirty (30) calendar days after the delivery by UWG of the Annual Put Notice or the Put Default Notice (as defined below), as applicable, including, without limitation, because such purchase would cause a GECC Default, then the obligation to purchase the Put Shares shall be the joint and several obligation of the Shareholders.
Obligations of Shareholders. Notwithstanding anything to the contrary in this Agreement, the representations, warranties, covenants and agreements of each Shareholder, on the one hand, and of each other shareholder of Voyager that may enter into any voting and support agreement with Harbor and Voyager (the terms of which are consistent with the terms set forth in this Agreement), on the other hand, are several and not joint and several, and in no event shall any Shareholder have any obligation or liability for any of the representations, warranties and covenants of any other shareholder of Voyager.
Obligations of Shareholders. The obligations of the Shareholders hereunder shall be "several" and not "joint" or "joint and several." Without limiting the generality of the foregoing, under no circumstances will any Shareholder have any liability or obligation with respect to any misrepresentation or breach of covenant of any other Shareholder.
