SAFE Regulations. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each of the Company and its Controlled Entities that were incorporated outside of the PRC has taken, or is in the process of taking, all reasonable steps to comply with, and to ensure compliance by each of its shareholders and option holders that, to the knowledge of the Company, is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with any applicable rules and regulations of the State Administration of Foreign Exchange (the “SAFE Regulations”), including, without limitation, requesting each shareholder and option holder that, to the knowledge of the Company, is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration and other procedures required under applicable SAFE Regulations.
SAFE Regulations. Each Selling Shareholder, to the extent it or its direct or indirect shareholders are subject to or under the jurisdiction of the SAFE Regulations, hereby undertakes to the Company and the Purchaser that it will, and will cause such of its direct or indirect shareholders to, fully comply with the requirements of the SAFE Regulations in connection with the transactions contemplated hereby, including to timely and properly make all such filings and registrations, or amend the applicable existing filings and registrations, as applicable, required under Circular 37 in connection with the transactions contemplated hereby.
SAFE Regulations. Each Warrantor (other than the Company), to the extent it is subject to or under the jurisdiction of the SAFE Regulations, hereby undertakes to the Company and the Purchaser that it will, and each Warrantor hereby undertakes to the Purchaser to procure that each other shareholder of the Company and holder of any Company Share Award will, comply in all material respects with the requirements of the SAFE Regulations in connection with the transactions contemplated hereby, including to timely and properly make all such filings and registrations, or amend the applicable existing filings and registrations, as applicable, required under Circular 37 in connection with the transactions contemplated hereby. 45
SAFE Regulations. Each of the Group Companies and each of the directors, officers, holders or beneficiary owners of shares or convertible securities of the Company, including without limitation ordinary shares or any rights, warrants or options to acquire such shares or securities who are PRC citizens or residents, including shareholders and option holders of the Company that are directly or indirectly owned or controlled by a PRC citizen or resident, has complied with all relevant registration, reporting, filing and other procedures required by the State Administration of Foreign Exchange of the PRC.
SAFE Regulations. If any holder or beneficial owner of any Equity Securities of a Group Company is a “Domestic Resident” as defined in the SAFE Circular 37 shall comply with the registration requirements under SAFE Circular 37 or any successor thereto, if applicable, in relation to the transactions contemplated under the Transaction Agreements. To the best knowledge of each of the Founders and the Ordinary Shareholder and any and all direct and indirect holders of Ordinary Shares who are PRC domestic residents, there exist no grounds on which any of the Group Companies or the Investors may be subject to liability or penalties for failure or defect of registration, misrepresentation or failure to disclose material information to any applicable Governmental Authority, including without limitation the SAFE or its local branches. All the application materials which have been or will be submitted to the Governmental Authority to obtain or complete the above registrations, filings and approvals contain no material error, misstatement or fraudulent information. Each of the Founders, the Ordinary Shareholder and the Group Companies hereby agrees to use his, her or its best efforts to cause each shareholder and all future shareholders of the Company and offshore Subsidiaries to comply on a continuing basis, if applicable, with SAFE Circular 37, and the rules, regulations, measures and notices promulgated thereunder, provisional, final or otherwise, as amended from time to time. Each Group Company, as applicable, shall use its best efforts to cause all future shareholders of the Company who are PRC domestic residents to comply with the applicable registration requirements under SAFE Circular 37 or any successor thereto in connection with any and all equity awards the Group Companies may grant from time to time.
SAFE Regulations. Each Offshore Selling Shareholder, to the extent it or its direct or indirect shareholders are subject to or under the jurisdiction of the SAFE Regulations, hereby undertakes to the Company and the Purchaser that it will, and will cause such of its direct or indirect shareholders to, fully comply with the requirements of the SAFE Regulations in connection with the transactions contemplated hereby, including to timely and properly make all such filings and registrations, or amend the applicable existing filings and registrations, as applicable, required under Circular 37 in connection with the transactions contemplated hereby. 40
