Common use of Party B’s Undertakings Clause in Contracts

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.

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 D 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. (j) Upon request by Party A, remit all the profits distributed by Party C to Party A.

Party B’s Undertakings. Party B hereby undertakesundertakes that it: (a) Without the prior 2.2.1 without written consent of Party A, Party B shall will not in any way at any time after the signing of this Agreement sell, transfer, mortgage mortgage, or dispose of in any of its other way, any legal rights and interests or beneficial interest in relation to the equity interests in Party C held by it of Party BC, or allow the existence of any other Security Interests thereinsecurity interest to be created over thereon, except for the pledge of the created over such equity interests in accordance with Party C held by Party B under the B’s Equity Pledge Agreement; (b) It shall 2.2.2 will cause Party C’s shareholders’ meeting and/or directors’ meeting not to approve the shareholders meetings sale, transfer, mortgage, or disposition in any other way of, any legal or beneficial interest in the equity interests held by it of Party C not C, or any security interest to approvebe created over thereon, except for the pledge created over such equity interests in accordance with Party B’s Equity Pledge Agreement; 2.2.3 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 will cause Party C’s shareholders’ meeting and/or directors’ meeting not to approve Party C’s merger or amalgamation with any other person, or allow the existence its acquisition of or investment in any other Security Interests therein, except for the pledge of such equity interests in Party C held by Party B under the Equity Pledge Agreementperson; (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 2.2.4 will notify Party A of any litigationoccurrence or threat of any lawsuit, arbitration or administrative proceedings that happened or is proceeding with respect 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 it; 2.2.5 will cause Party B in C’s shareholders’ meeting and/or directors meeting to resolve to agree upon the transfer of Purchased Equity Interests mentioned herein, and take any other actions as required by Party C before transferring such A; 2.2.6 for purpose of maintaining its legitimate ownership of equity interests to Party Aheld by it, Party B shall will sign and deliver all necessary or proper appropriate documents, take all necessary or proper and appropriate actions, and raise file any necessary or appropriate claims, or proceed with all necessary or proper claims or all necessary or proper and appropriate defenses against all claims; (g) Upon Party A’s request, Party C shall 2.2.7 will appoint the person persons designated by Party A to take up any directorship at as Party C’s directors, as required by Party A; (h) Upon 2.2.8 as required by Party A’s requestA at anytime, Party B shall will at anytime, unconditionally transfer its equity interests in Party C forthwith to Party A and/or the representative representatives designated by Party A in accordance with the Equity Purchase Right mentioned herein, and waive the option right with respect to disclaim and give up any preemptive or priority right the transfer of corresponding equity interests to purchase Party C’s equity interestsanother existing shareholder (if any); and (i) Party B shall 2.2.9 will strictly comply with abide by all provisions in of this Agreement and other contracts contemplated hereunderamong the Parties, and between any two of them, perform its all the obligations hereunder and thereunder, and will not perform take any act or fail to perform an act that action/non-action which may materially affect impose any effect on the validity and enforceability of such contracts. If Party B still maintains any right with respect to the equity interests under this Agreement., or Equity Pledge Agreement among the Parties, or the authorization letter of Party A, Party B will not exercise any of such rights unless with the written direction of Party A.

Party B’s Undertakings. Party B hereby undertakesundertakes that: (a) Without 2.2.1 without written consent of Party A, will not sell, transfer, mortgage, or dispose of in any other way, any legal or beneficial interest in the prior equity interests held by it of Party C, or allow any security interest to be created over thereon, except for the pledge created over such equity interests in accordance with Party B’s Equity Pledge Agreement; 2.2.2 will cause Party C’s shareholders’ meeting and/or directors’ meeting not to approve the sale, transfer, mortgage, or disposition in any other way of, any legal or beneficial interest in the equity interests held by it of Party C, or any security interest to be created over thereon, except for the pledge created over such equity interests in accordance with Party B’s Equity Pledge Agreement; 2.2.3 without written consent of Party A, Party B shall will cause Party C’s shareholders’ meeting and/or directors’ meeting not to approve Party C’s merger or amalgamation with any other person, or its acquisition of or investment 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 Agreementperson; (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 2.2.4 will notify Party A of any litigationoccurrence or threat of any lawsuit, arbitration or administrative proceedings that happened or is proceeding with respect 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 it; 2.2.5 will cause Party B in C’s shareholders’ meeting and/or directors meeting to resolve to agree upon the transfer of Purchased Equity Interests mentioned herein, and take any other actions as required by Party C before transferring such A; 2.2.6 for purpose of maintaining its legitimate ownership of equity interests to Party Aheld by it, Party B shall will sign and deliver all necessary or proper appropriate documents, take all necessary or proper and appropriate actions, and raise file any necessary or appropriate claims, or proceed with all necessary or proper claims or all necessary or proper and appropriate defenses against all claims; (g) Upon Party A’s request, Party C shall 2.2.7 will appoint the person persons designated by Party A to take up any directorship at as Party C’s directors, as required by Party A; (h) Upon 2.2.8 as required by Party A’s requestA at anytime, Party B shall will at anytime, unconditionally transfer its equity interests in Party C forthwith to Party A and/or the representative representatives designated by Party A in accordance with the Equity Purchase Right mentioned herein, and waive the option right with respect to disclaim and give up any preemptive or priority right the transfer of corresponding equity interests to purchase Party C’s equity interestsanother existing shareholder (if any); and (i) Party B shall 2.2.9 will strictly comply with abide by all provisions in of this Agreement and other contracts contemplated hereunderamong the Parties, and between any two of them, perform its all the obligations hereunder and thereunder, and will not perform take any act or fail to perform an act that action/non-action which may materially affect impose any effect on the validity and enforceability of such contracts. If Party B still maintains any right with respect to the equity interests under this Agreement., or Equity Pledge Agreement among the Parties, or the authorization letter of Party A, Party B will not exercise any of such rights unless with the written direction of Party A.

Party B’s Undertakings. Party B hereby undertakes: (a) Without the prior written consent of Party AA or Party D, 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 AA or Party D, 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 AA or Party D, 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 D 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.

Party B’s Undertakings. Each of Party B hereby undertakes, severally and irrevocably but not jointly, as follows: (a) Without 2.2.1 without the prior written consent of Party AA and at any time following the effective date of this Agreement, Party B shall not in any way at any time after the signing of this Agreement sell, transfer, mortgage or otherwise dispose of any of its legal rights and interests or beneficial interest it holds in relation to the equity interests in Party C, or allow the encumbrance of any security interest to be placed thereon, except for the pledge placed on ​ Party C’s equity interests pursuant to the Share Pledge Agreement or other transaction agreements (as defined in the Share Pledge Agreement); and Party B shall cause the shareholders’ general meeting and/or the board of directors (or the executive director) of Party C not to approve the sale, transfer, mortgage or otherwise disposal of any legal or beneficial interest in Party C’s equity interests held by Party B, or nor to allow the existence encumbrance 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 approvesecurity interest placed thereon, without the prior written consent of Party A, except for the pledge placed on Party C’s equity interests pursuant to the Share Pledge Agreement or other transaction agreements (as defined in the Share Pledge Agreement); 2.2.2 Party B shall not engage in business or have any action other behavior that adversely affects the reputation of Party C; 2.2.3 Party B shall take reasonable measures to sellcause Party C to maintain the legality and validity of all business licenses of Party C and renew them on time according to law; 2.2.4 any appointment of directors, supervisors, legal representative and senior management of Party C shall be subject to prior written consent of Party A, and Party B shall execute all necessary or appropriate documents and take all reasonable steps to appoint any such person designated by Party A; 2.2.5 Party B as a shareholder of Party C shall not abuse its shareholder rights to damage the interests of Party C; if Party B abuses its shareholder rights, Party A shall have the right to exercise the Option under the Exclusive Option Agreement; 2.2.6 Party B shall not require Party C to distribute dividends or profit in other forms in respect of the equity interests held by Party B in Party C, and shall not refer to matters decided by the board of directors (or matters decided by the executive director) in connection therewith. in any case, if Party B receives any income, profit distribution or dividends from Party C, it shall, to the extent permitted by the PRC laws, waive the collection of such income, profit distribution or dividends and immediately pay or transfer such income, profit distribution or dividends to Party A or the Designee(s); 2.2.7 Party B shall cause the shareholders’ general meeting and/or the board of directors (or the executive director) of Party C not to approve the sale, transfer, mortgage or dispose otherwise disposal of any of its legal rights and interests or beneficial interest in relation to any the equity interests held by Party B in Party C, or nor to allow the existence encumbrance 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 approvesecurity interest placed thereon, without the prior written consent of Party A, that except for the pledge placed on the equity interests in Party C is pursuant to consolidate the Share Pledge Agreement; ​ 2.2.8 Party B shall cause the shareholders’ general meeting and/or the board of directors (or merge the executive director) of Party C not to approve any merger, partnership, joint venture or union of Party C with any party, acquire any partyperson, or invest acquisition or investment in any partyperson by Party C, or division or reorganization of Party C, amendment of Party C’s articles of association, change of registered capital or change of company form of Party C, without the prior written consent of Party A; (d) It 2.2.9 Party B shall forthwith immediately notify Party A of any litigation, arbitration arbitration, or administrative proceedings arising or that happened or is are likely to happen in relation arise with respect to the equity interests in Party C held by Party BB in Party C, and take all necessary measures as reasonably required by Party A; (e) It 2.2.10 to maintain Party B’s equity interests in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 2.2.11 Party B will not and will cause its successor not to bring any legal action, arbitration or other legal proceedings against the contractual arrangements, or terminate the contractual arrangements; 2.2.12 Party B shall cause the shareholders meetings shareholders’ general meeting or board of directors (or executive director) of Party C to vote for the transfer of the Target Purchased Equity under this Agreementand/or the Purchased Assets specified herein and take any and all other actions that may be required by Party A; (f) In order to maintain the ownership of all of the equity interests held by 2.2.13 Should Party B in Party C before transferring such equity interests to Party AA request at any time, 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, and/or 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 immediately and unconditionally transfer its equity interests and/or assets in Party C forthwith to Party A and/or or the representative designated Designee(s) according to the Option hereunder, and Party B hereby waives its right of first refusal (if any) in the equity transfer by Party A and to disclaim and give up any preemptive or priority right to purchase other shareholders of Party C’s equity interests; and; (i) 2.2.14 Party B shall strictly comply with provisions in this Agreement and other contracts contemplated hereunder(including but not limited to the Share Pledge Agreement and Business Cooperation Agreement) jointly or separately signed by Party B, Party C and Party A, perform its obligations hereunder under this Agreement and thereundersuch other contracts as described above, and not perform refrain from any act or fail to perform an act act/omission that may materially affect the validity and enforceability thereof. If Party B has any residual rights to the equity interests under this Agreement or the Share Pledge Agreement or the Power of this AgreementAttorney granted in favor of Party A, it shall not exercise such rights unless pursuant to the written instruction from Party A; 2.2.15 If Party A or the Designee(s) has or have paid the Purchase Price of the equity to Party B before Party C’s dissolution, but the relevant industrial and commercial registration of changes has not been completed, Party B shall, upon or after Party C’s dissolution, promptly pay Party A or the ​ Assignee(s) all the income from distribution of remaining property received for the holding of the equity interests in Party C, in which case Party B shall not claim any rights (except pursuant to the written instruction from Party A) in respect of the income from the distribution of the remaining property; 2.2.16 Party B agrees to return the price charged to Party A for its transfer of the Purchased Equity and/or the Purchased Assets free of charge (provided that taxes (if any) incurred in exercising the Option shall be deducted from such returned price), subject to the provisions and requirements of the PRC laws then applicable; 2.2.17 Party B agrees to execute an irrevocable Power of Attorney satisfactory to Party A, in which it authorizes Party A or the Designee(s) designated by Party A to exercise all of its rights as a shareholder of Party C on its behalf; and 2.2.18 Party B shall ensure Party C’s effective existence and shall not take any action which may result in Party C’s being terminated, liquidated or dissolved.