Party B’s Undertakings Sample Clauses

Party B’s Undertakings relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessary actions to ensure that the Company: 5.1.1 will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7 will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights or operations.
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Party B’s Undertakings. Party B hereby undertakes: (a) Without the prior written consent of Party A, Party B shall not in any way at any time after the signing of this Agreement sell, transfer, mortgage or dispose of any of its legal rights and interests in relation to the equity interests in Party C held by Party B, or allow the existence of any other Security Interests therein, except for the pledge of the equity interests in Party C held by Party B under the Equity Pledge Agreement; (b) It shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A, any action to sell, transfer, mortgage or dispose of any of its legal rights and interests in relation to any equity interests in Party C, or allow the existence of any other Security Interests therein, except for the pledge of such equity interests in Party C held by Party B under the Equity Pledge Agreement; (c) It shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A, that Party C is to consolidate or merge with any party, acquire any party, or invest in any party; (d) It shall forthwith notify Party A of any litigation, arbitration or administrative proceedings that happened or is to happen in relation to the equity interests in Party C held by Party B; (e) It shall cause the shareholders meetings of Party C to vote for the transfer of the Target Equity under this Agreement; (f) In order to maintain the ownership of all of the equity interests held by Party B in Party C before transferring such equity interests to Party A, Party B shall sign and deliver all necessary or proper documents, take all necessary or proper actions, and raise all necessary or proper claims or all necessary or proper defenses against all claims; (g) Upon Party A’s request, Party C shall appoint the person designated by Party A to take up any directorship at Party C; (h) Upon Party A’s request, Party B shall unconditionally transfer its equity interests in Party C forthwith to Party A and/or the representative designated by Party A and to disclaim and give up any preemptive or priority right to purchase Party C’s equity interests; and (i) Party B shall strictly comply with provisions in this Agreement and other contracts contemplated hereunder, perform its obligations hereunder and thereunder, and not perform any act or fail to perform an act that may materially affect the validity and enforceability of this Agreement.
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Party B’s Undertakings. 10.2.1 Party B will make and sign further actions, behaviors, issues and documents needed for performing the clauses herein so as to enable full achievement of all the expected objectives herein. 10.2.2 Unless otherwise agreed by the Parties, Party B undertakes that on and from the Closing Date it will no longer, directly or indirectly, through any third party, associated company, affiliate or any other entity, engage in any business or activity that is similar to or competes with any of the businesses of Party A. At the same time, Party B commits that it will not (i) take any job in any competitor; (ii) directly or indirectly hold any interests in any competitor; (iii) influence or try to influence any customers, suppliers, employees, consultants or any other third parties that still have contractual or business relationships with Party A so as to terminate or suspend any of such contractual or business relationships or reduce supplied commodities or services; or (iv) solicit or try to solicit Party A or Party A’s employees or consultants. For the purpose of this article, the term “competitor” refers to any individual, company or other entity that engages in any business or activity that is similar to or competes with related businesses. For the specific undertakings of Party B, please see Annex 5 hereto. 10.2.3 Party B hereby, irrevocably and unconditionally, to the maximum extent permissible by law, assigns, transfers and delivers to Party A all the Intellectual Property and all the related rights, property rights and interests it owns in the world relating to mobile phone games and mobile phone application businesses. Party B hereby acknowledges that Party B will not retain any remaining right, ownership or interest for or in any of such Intellectual Property. 10.2.4 If Party B, for any reason, fails to assign and/or transfer any of the rights, property rights and interests mentioned under this article or if any of such assignments and/ or transfers is not approved by or registered (if applicable) with any related governmental organizations, Party B hereby grants to Party A (or its designee) an exclusive, irrevocable, permanent and worldwide permit which can be used for free to reproduce, develop, create, modify, revise, improve, enhance, recompile, translate, create derivatives from, manufacture, market, issue, publish, distribute, sell, license, sub-license, transfer, assign, disseminate and use related intellectual property rights. 10.2.5 Party B co...
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Party B’s Undertakings. 4.1 Party B hereby undertakes that, without Party A or its designated third party’s written approval, Party B shall not engage in any of the following activities: 4.1.1 Selling, transferring, pledging or otherwise disposing of any asset, business or income, or allowing the placing of any other security interests thereon (except those that take place as a result of ordinary or day-to-day business or have been disclosed to Party A and obtained Party A’s express prior written approval); 4.1.2 Entering into any transaction that may have material negative impact on its assets, liabilities, operations, stocks and other legitimate rights (except those that take place as part of ordinary or day-to-day business or have been disclosed to Party A and obtained Party A’s express prior written approval); 4.1.3 Distributing any dividend or bonus to each shareholder in any form; 4.1.4 Taking on, inheriting, providing guarantee for or allowing the existence of any debts, except (1) debts that arise from normal or day-to-day operations rather than borrowing, and (2) debts that have been disclosed to Party A and obtained Party A’s express prior written approval; 4.1.5 Signing any significant contracts, except contracts signed in the process of normal operations (for the purpose of this term, a contract will be deemed as a significant contract if its value exceeds RMB 50,000); 4.1.6 Increasing or reducing Party B’s registered capital, or changing the structure of Party B’s registered capital via shareholder resolutions; 4.1.7 Amending, changing or modifying articles of association of Party B in any form; 4.1.8 Merging or combining with any person, acquiring any person or making investment in any person. 4.1.9 Providing any loans or credits to any person. 4.2 As at the signing date of the Agreement, Party B has no outstanding debts except (1) debts that arise from normal operations, and (2) debts that have been disclosed to Party A and obtained Party A’s express prior written approval. 4.3 As at the signing date of the Agreement, Party B is not subject to any ongoing or potential lawsuit, arbitration or administrative proceeding that may have material negative impact on the stocks, Party B’s assets or Party B’s performance of the Agreement, except the lawsuit, arbitration or administrative proceeding that has been disclosed to Party A and obtained Party A’s express written approval. 4.4 Party B is not declared bankrupt; 4.5 Party B hereby undertakes that Party B will comply wi...
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Party B’s Undertakings. Party B agrees and undertakes that, during the Cooperation Period, 7.1 Party B shall obtain all government approvals, permits and licenses required for the provision of integrated services, and shall maintain them in full force and effect; 7.2 If Party B is informed of any breach of this Agreement, it shall notify Party A promptly and provide Party A with the details of any measures that Party B is taking or plans to take to remedy or mitigate any consequences arising from such event and to protect Party A’s rights and interests under this Agreement; 7.3 Party B shall, during the duration of this Agreement, comply with and observe the terms and conditions as set forth in this Agreement, and Party B shall not provide its integrated services in any way contrary to the laws or regulations of the PRC; 7.4 Party B shall employ sufficient and qualified employees to perform its obligations to provide integrated services under this Agreement. Party B shall ensure that any employees employed by it provide services to Party A in a loyal and efficient manner; 7.5 Party B shall formulate specific regulations for management of integrated service in accordance with Prudent Industry Practices. Party B shall also establish, record and maintain any data and archives of its outsourced management comprehensive services in accordance with Prudent Industry Practices; 7.6 Party B shall establish and maintain accurate, complete and up-to-date records for the provision of integrated services.
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Party B’s Undertakings. (1) Without Party A’s prior written consent, Party B shall not sell, transfer, mortgage, permit others to use or otherwise dispose of any Underlying Asset held by it at any time from the date of signing this Contract; (2) Party B shall cause its board of shareholders, without Party A’s prior written consent, not to approve to sell, transfer, mortgage, permit others to use or otherwise dispose of any Underlying Asset held by it; (3) Party B shall immediately notify Party A of any litigation, arbitration or administrative proceeding which has arisen or which is likely to arise with respect to the Underlying Assets; (4) Party B shall cause its board of shareholders to vote for the transfer of the Underlying Assets under this Contract at the request of Party A; (5) To maintain its ownership of the Underlying Assets, Party B shall sign such documents, take such actions, and make such claims or defense against all claims as necessary or desirable; (6) At Party A’s request from time to time, Party B shall immediately and unconditionally transfer its Underlying Assets to Party A or the Designated Person(s); (7) Party B shall strictly comply with the provisions of this Contract and other contracts entered into by the Parties, perform its obligations under this Contract and such other contracts, and refrain from any act/omission which may affect validity and enforceability hereof and thereof.
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Party B’s Undertakings. 1. Party B is a duly incorporated and legally subsisting entity and has all the qualifications and capabilities for performing all obligations under this Agreement. 2. Party B shall provide Party A with relevant consulting services honestly, diligently and conscientiously to the extent permitted by the existing PRC laws and regulations and other provisions.
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Party B’s Undertakings. Party B hereby undertakes that within two months after executing this Agreement, it will hold board meeting and shareholders’ meeting in accordance with provisions of articles of association and relevant laws and statutes, to elect two directors (including one independent director) jointly recommended by Party A and Jiangsu Circle E-commerce Co., Ltd. Party A hereby agrees that if the Non-public Offering of Party B’s shares is terminated for any reasons, Party A shall ensure that the director recommended by it will resign from the position of director within five days after the termination.
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Party B’s Undertakings. 1. The intermediary service will start immediately after signing and effectiveness of this Contract; the progress of the intermediary service shall be reported to Party A truthfully, so as to conclude the execution of the loan contract and the related contracts by Party A and the investor (subject to the contracts finally executed by Party A and the investor). 2. Any matters concerning the intermediary service shall be kept in confidence; relevant information shall not be disclosed to any third party irrelevant to the financing business; otherwise, Party B commits a breach of the Contract.
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Related to Party B’s Undertakings

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • GENERAL UNDERTAKINGS The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • Additional Undertakings Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.

  • Compliance with certain undertakings At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.

  • Enforceability and Severability The invalidity or enforceability of any term or provisions of this Agreement shall not, unless otherwise specified, affect the validity or enforceability of any other term or provision, which shall remain in full force and effect.

  • Undertakings The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.

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