TRANSFEROR’S UNDERTAKINGS Clause Samples
The 'Transferor’s Undertakings' clause sets out the specific promises and obligations that the party transferring an asset, right, or interest (the transferor) must fulfill as part of the transaction. These undertakings may include assurances about the transferor’s authority to transfer, the condition of the asset, or compliance with relevant laws and regulations. For example, the transferor might be required to confirm that there are no undisclosed encumbrances on the asset or to provide certain documents at completion. The core function of this clause is to protect the transferee by ensuring the transferor meets agreed standards and responsibilities, thereby reducing the risk of disputes or unexpected liabilities after the transfer.
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TRANSFEROR’S UNDERTAKINGS. Without the prior written consent of the Transferee, the Transferor shall vote his shares in the Company such that the Company shall not (i) issue or create any new shares, equity, registered capital, ownership interest, or equity linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of the Company, or other similar equivalent arrangements, (ii) alter the shareholding structure of the Company, (iii) cancel or otherwise alter the Option Shares, (iv) amend the register of members or the memorandum and articles of association of the Company, (v) liquidate or wind up the Company, or (vi) act or omit to act in such a way that would be detrimental to the interest of the Transferees in the Option Shares. The Transferor shall cause the Company to disclose to the Transferee true copies of all the financial, legal and commercial documents of the Company and the resolutions of the shareholders and the board of directors.
TRANSFEROR’S UNDERTAKINGS. Without the prior written consent of the Transferee, the Transferor shall vote his shares in the Company such that the Company and any other member of the Group shall not, (i) issue or create any new shares, equity, registered capital, ownership interest, or equity-linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of any member of the Group, or other similar equivalent arrangements, (ii) alter the shareholding structure of any member of the Group, (iii) cancel or otherwise alter the Option Shares, (iv) amend the register of members or the memorandum and articles of association of any member of the Group, (v) liquidate or wind up any member of the Group, or (vi) act or omit to act in such a way that would be detrimental to the interest of the Transferee in the Option Shares. The Transferor shall cause the Company to disclose to the Transferee true copies of all the financial, legal and commercial documents of any member of the Group and the resolutions of the shareholders and the board of directors.
TRANSFEROR’S UNDERTAKINGS. 7.1. Without the prior written consent of the Transferee, the Transferor shall vote his shares in the Company such that the Company shall not, (i) issue or create any new shares, equity, registered capital, ownership interest, or equity-linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of the Company, or other similar equivalent arrangements, (ii) alter the shareholding structure of the Company, (iii) cancel or otherwise alter the Option Shares, (iv) amend the register of members or the memorandum and articles of association of the Company, (v) liquidate or wind up the Company, (vi) sell, transfer, assign, hypothecate or otherwise reduce the value of any assets held by the Company, including but without limitation, any and all shares in the Listed Company or (vi) act or omit to act in such a way that would be detrimental to the interest of the Transferee in the Option Shares. The Transferor shall cause the Company to disclose to the Transferee true copies of all the financial, legal and commercial documents of the Company and the resolutions of the shareholders and the board of directors.
7.2. Without the prior written consent of the Transferee, the Transferor shall not transfer, assign, pledge, hypothecate or vest any option on his share(s) in the Company to any third party.
TRANSFEROR’S UNDERTAKINGS. 6.1 With effect from the date of this Agreement and until the earlier of Completion and rescission of this Agreement, the Transferor shall:
6.1.1 not create any Encumbrance over any of the Properties;
6.1.2 not sell or transfer or agree to sell or transfer, any of the Properties or grant any option to sell or transfer any of the Properties inconsistent with this Agreement;
6.1.3 comply with relevant applicable laws and regulations and its obligations under the Head Lease;
6.1.4 comply with all requisitions, orders, notices and requirements made prior to Completion by any governmental agency in respect of each Property; and
6.1.5 maintain the existing insurance(s) on the Properties against damage and destruction, and not do anything or permit anything to be done which would render such existing insurance to be, or become invalid, void or voidable.
TRANSFEROR’S UNDERTAKINGS. The Transferors undertake that they possess full and complete right and ownership of the shares to be transferred to the Transferee, free from any pledge, lien, mortgage, encumbrance and seizure; or otherwise the Transferors shall bear any economic and legal responsibilities that may arise consequently.