Undertakings by the Existing Shareholder Sample Clauses

Undertakings by the Existing Shareholder. The Existing Shareholder undertakes that: (a) Without prior written consent of the WFOE, it will not add, revise or amend the articles of association of the Domestic Company in any form, or increase or decrease its paid-in capital, or change its registered capital structure in any way; (b) Without prior written consent of the WFOE, it will not sell, transfer, mortgage or otherwise dispose any ownership or beneficial interest in any equity, or allow the creation of any other security interests on the foregoing, at any time from the date hereof, except for pledge created on equity of the Domestic Company under the Equity Pledge Agreement; (c) Procure the shareholders’ meeting and/or directors (or executive director) of the company not to approve, without prior written consent of the WFOE, any sale, transfer, pledge or otherwise disposal of the lawful or beneficiary interests in any equity, nor allow any security interests created thereon, except to the WFOE or any person designated by the WFOE; (d) Without prior written consent of the WFOE, it will not approve that the Domestic Company merge or consolidate with any person, or acquire or invest in any person; (e) It will inform the WFOE immediately of any pending or threatened lawsuits, arbitration or administrative proceedings relating to the equity it owned; (f) It will cause the shareholder’s meeting of the Domestic Company to vote for and approve the transfer of the Target Equity under this Agreement; (g) In order to maintain its ownership over the Target Equity, it will sign all necessary or appropriate documents, proactively take all necessary or appropriate actions, and/or bring forward all necessary or appropriate claims, or make all necessary and appropriate defenses against all claims; (h) At the request of the WFOE, it will appoint any person designated or recognized by the WFOE as the director and senior executive of the Domestic Company; (i) Without prior written consent of the WFOE, it will not dispose or cause the management of the Domestic Company to dispose any material corporate asset (except in the normal course of business) or create any security interest or other third party right over any material asset; (j) Without prior written consent of the WFOE, it will not terminate or cause the management of the Domestic Company to terminate any material agreement signed by the Domestic Company, or sign any other agreement in conflict with the existing material agreements; (k) Without prior writte...
Sample 1Sample 2
AutoNDA by SimpleDocs
Undertakings by the Existing Shareholder. The Existing Shareholder hereby undertakes that: 6.1 within the validity period of this Agreement, he shall take all commercially reasonable efforts to enable the Domestic-funded Company to obtain all Business Permits required to operate his business in a timely manner and to keep all Business Permits in force at all times. 6.2 Within the validity period of this Agreement, without the WFOE’s prior written consent: 6.2.1 the Existing Shareholder shall not transfer or otherwise dispose of any Option Equity or create any collateral or other third party rights on any Option Equity; 6.2.2 he shall not increase or decrease the registered capital of the Domestic-funded Company or change in any way the existing equity structure of the Domestic-funded Company set out in Annex I; 6.2.3 he shall not dispose of or cause the management of the Domestic-funded Company to dispose of any Assets of the Domestic-funded Company (excluding those incurred during normal operation); 6.2.4 he shall not terminate or cause the management of the Domestic-funded Company to terminate any Material Agreement entered into by the Domestic-funded Company, or enter into any other agreement in conflict with the existing Material Agreements (excluding those incurred during normal operation); 6.2.5 he shall not cause or allow the Domestic-funded Company to declare the distribution of or in practice release any distributable profit, bonus or dividend; 6.2.6 he shall ensure that the Domestic-funded Company validly exists and is not terminated, liquidated or dissolved; 6.2.7 he shall not cause or allow the Domestic-funded Company to make substantive amendments to its articles of association; 6.2.8 he shall ensure that the Company will not lend or borrow any money, or provide any guaranty or engage in security activities in any other form (excluding those incurred during normal operation); and 6.2.9 he shall ensure that the Domestic-funded Company will not merge with any third party, purchase assets and equities of any third party or otherwise invest in any third party (excluding those incurred during normal operation). The Parties agree that if the equity held by the Existing Shareholder in the Domestic-funded Company is lower than 50% (excluding 50%) for the WFOE and/or any other entity or individual designated by it purchase(s) all or part of the equity held by the Existing Shareholder in the Domestic-funded Company, the Existing Shareholder shall be no longer governed by any undertaking herein ...
Sample 1
Undertakings by the Existing Shareholder. The Existing Shareholder undertakes that: (a) Without prior written consent of the WFOE, it will not add, revise or amend the articles of association of the Domestic Company in any form, or increase or decrease its paid-in capital, or change its registered capital structure in any way; ​ (b) Without prior written consent of the WFOE, it will not sell, transfer, mortgage or otherwise dispose any ownership or beneficial interest in any equity, or allow the creation of any other security interests on the foregoing, at any time from the date hereof, except for pledge created on equity of the Domestic Company under the Equity Pledge Agreement; (c) Procure the shareholders’ meeting and/or directors (or executive director) of the company not to approve, without prior written consent of the WFOE, any sale, transfer, pledge or otherwise disposal of the lawful or beneficiary interests in any equity, nor allow any security interests created thereon, except to the WFOE or any person designated by the WFOE;
Sample 1

Related to Undertakings by the Existing Shareholder

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • No Existing Non-Competition Agreements No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.

  • ACKNOWLEDGMENTS BY THE EXECUTIVE The Executive acknowledges that (a) prior to and during the Employment Period and as a part of his employment, the Executive has been and will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial technical expertise and skill with respect to the Employer’s business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • Ratification of Existing Agreements All existing Dual Enrollment agreements between the Trustees and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Acknowledgments by the Employee The Employee acknowledges that (a) during the Employment Period and as a part of his employment, the Employee will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) since the Employee possesses substantial expertise and skill with respect to the Employer's business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; (d) the Compensation provided to Employee hereunder constitutes good and sufficient consideration for the Employee's agreements and covenants in this Section 7; and (e) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Restrictions on Public Sale by the Company The Company agrees not to effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or any successor thereto), during the period beginning on the effective date of any Registration Statement in which the Designated Holders of Registrable Securities are participating and ending on the earlier of (i) the date on which all Registrable Securities registered on such Registration Statement are sold and (ii) 120 days after the effective date of such Registration Statement (except as part of such registration).

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!