Undertakings by the Pledgor. The Pledgor hereby undertakes to the Pledgee as follows:
(a) Without the prior written consent by the Pledgee, the Pledgor shall not establish or permit to establish any further pledge or any other encumbrance on the Pledged Equity. Any pledge or other encumbrance on all or part of the Pledged Equity without such prior written consent shall be null and void.
(b) Without having the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Equity, and any attempt by the Pledgor to transfer the Pledged Equity shall be null and void. The proceeds from the transfer of the Pledged Equity by the Pledgor shall be used to repay to the Pledgee in advance the Secured Debts or submit the same to the third party agreed with the Pledgee.
(c) The Pledgor shall promptly notify the Pledgee of any litigation, arbitration, claim or other proceedings which may adversely affect the interest of the Pledgor or the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity, shall keep the Pledgee timely informed of developments in connection therewith and shall take all reasonable measures to defend such proceedings and protect the interest of the Pledgee in the Pledged Equity.
(d) The Pledgor shall not take or permit any act or action which may adversely affect the interest of the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity.
(e) At the request of the Pledgee, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide the Pledgee with the financial statements, including (but not limited to) the balance sheet, the profit statement and the cash flow statement of the Domestic Company for the previous calendar quarter.
Undertakings by the Pledgor. 6.1. During the term of the Right of Pledge, the Pledgor shall not alienate, pledge or in any other way encumber the Shares or the rights to acquire Shares without the prior written consent of the Pledgee, except for the Permitted Right of Pledge and an encumbrance in accordance with the Revolving Loan Facility Credit Agreement or the Amended Intercreditor Agreement.
6.2. The Pledgor shall as far as possible provide that the Shares and/or rights to acquire Shares it acquires after execution of this Pledge Agreement shall be pledgeable, and that the transferability thereof shall not be more cumbersome than the transferability of the Shares.
6.3. Whenever the Pledgor is aware that the Company is involved in the preparation of a legal merger or demerger as a result of which the Company would cease to exist, the Pledgor shall inform the Pledgee thereof in writing immediately.
6.4. Whenever the Pledgor is aware that actions have been taken for the winding-up, dissolution, administration, bankruptcy, suspension of payments or reorganization of the Company, or that an Event of Statutory Default has occurred, the Pledgor shall inform the Pledgee thereof in writing immediately.
Undertakings by the Pledgor. The Pledgor severally undertakes to the Pledgee as follows:
Undertakings by the Pledgor. The Pledgor hereby undertakes to the Secured Party:
5.1. not to sell, assign or otherwise transfer all or any of the Pledged Assets except as permitted by and in accordance with the Note Documents or in the ordinary course of business at arm’s length transactions. For the avoidance of doubt, the foregoing shall not restrict the Pledgor from dealing with any Pledged Asset in any manner which is permitted under the Note Documents;
5.2. not to create or permit to subsist in any manner, any security in favor of any third party in relation to any of the Pledged Assets (save for any security created under the Note Documents, under the First-Ranking Pledges or as otherwise permitted under the Subscription Agreements or the Note Documents);
5.3. to notify the Secured Party immediately of the imposition of any attachment, or the issue of any execution proceedings or of any application for the appointment of a Receiver, liquidator or similar officer over or with respect to the Pledgor or the Pledged Assets or any part thereof, or any act, proceedings or application similar to any of the foregoing, and to notify immediately the authorities which levied an attachment or issued an execution proceedings or received an application for the appointment of a Receiver, liquidator or similar officer and any third party who initiated or applied for such action, of this Pledge in favor of the Secured Party and to take, at the expense of the Pledgor, all steps and measures as are reasonably necessary for the discharge or cancellation of such attachment, execution proceedings or appointment of Receiver, liquidator or similar officer or any act, proceedings or appointment similar to the foregoing, as the case may be.
Undertakings by the Pledgor. 6.1. During the term of the Right of Pledge, the Pledgor shall not alienate, pledge or in any other way encumber the Shares or the rights to acquire Shares without the prior written consent of the Pledgee, except for an encumbrance in accordance with the Indenture or the Amended Intercreditor Agreement.
6.2. The Pledgor shall as far as possible provide that the Shares and/or rights to acquire Shares it acquires after execution of this Pledge Agreement shall be pledgeable, and that the transferability thereof shall not be more cumbersome than the transferability of the Shares.
6.3. Whenever the Pledgor is aware that the Company is involved in the preparation of a legal merger or demerger as a result of which the Company would cease to exist, the Pledgor shall inform the Pledgee thereof in writing immediately.
6.4. Whenever the Pledgor is aware that actions have been taken for the winding-up, dissolution, administration, bankruptcy, suspension of payments or reorganization of the Company, or that an Event of Statutory Default has occurred, the Pledgor shall inform the Pledgee thereof in writing immediately.
Undertakings by the Pledgor. 6.1. During the term of the Right of Pledge, the Pledgor shall not alienate, pledge or in any other way encumber the Shares or the rights to acquire Shares without the prior written consent of the Pledgee, except for the encumbrance in accordance with Section 12.01 of the Indenture.
6.2. The Pledgor shall as far as possible provide that the Shares and/or rights to acquire Shares he acquires after execution of this Pledge Agreement shall be pledgeable, and that the transferability thereof shall not be more cumbersome than the transferability of the Shares.
6.3. Whenever the Pledgor is aware that the Company is involved in the preparation of a legal merger or demerger as a result of which the Company would cease to exist, the Pledgor shall inform the Pledgee thereof in writing immediately.
6.4. Whenever the Pledgor is aware that actions have been taken for the winding-up, dissolution, administration, bankruptcy, suspension of payments or reorganization of the Company, the Pledgor shall inform the Pledgee thereof in writing immediately.
Undertakings by the Pledgor. 8.1 The Pledgor shall not otherwise than as permitted by the Finance Documents:
(a) create or permit to subsist any security interest over Security Asset other than any security interest created by this Agreement;
(b) sell, transfer or otherwise dispose of any Security Asset or permit the same to occur;
(c) amend or change the Articles of Association of the Borrower without the Security Agent's prior consent and in no case incorporate pre-emptive rights or provisions limiting the Borrower to grant security;
(d) take or permit the taking of any action whereby the rights attaching to any of the Security Assets are amended or further shares or Related Rights in the Borrower are issued, save that it may take or permit the taking of action whereby further shares in the Borrower are issued provided that such shares are issued in favour of the Pledgor and (if not already effected by this Agreement) the Pledgor simultaneously pledges such shares to the Security Agent on the same terms as this Agreement; or
(e) do or cause or permit to be done anything which will, or could be reasonably expected to, materially adversely affect the Security Assets or the rights of the Security Agent hereunder or which in any way is inconsistent with or materially depreciates, jeopardises or otherwise prejudices the Security Assets.
8.4 The Pledgor shall not vote for any resolution authorising an issue of new shares, convertible debt instruments or other securities in the Borrower unless the Pledgor extends the pledge contained in this Agreement to such issue and perfects such security, to the satisfaction of the Security Agent.
8.5 The Pledgor shall not, without the prior written consent of the Security Agent, vote for any resolution for liquidation or winding-up, unless the liquidation or winding-up is required by mandatory legislation, or for any resolution for the commencement of insolvency proceedings or other similar proceedings which may adversely affect the effectiveness or value of the pledge.
Undertakings by the Pledgor. 6.1. During the term of the Right of Pledge, the Pledgor shall not alienate, pledge or in any other way encumber the Shares or the (depositary receipts for) shares and rights to acquire (depositary receipts for) shares in the capital of the Company without the prior written consent of the Pledgee, except for an encumbrance permitted in accordance with the provisions of the Loan Agreement.
6.2. The Pledgor shall as far as possible and with due regard to the Existing Right of Pledge provide that the (depositary receipts for) shares and rights to acquire (depositary receipts for) shares in the capital of the Company he acquires after execution of this Pledge Agreement shall be pledgeable, and that the transferability thereof shall not be more cumbersome than the transferability of the Shares.
6.3. Whenever the Pledgor is aware that the Company is involved in the preparation of a legal merger or demerger as a result of which the Company would cease to exist, the Pledgor shall inform the Pledgee thereof in writing immediately.
6.4. Whenever the Pledgor is aware that actions have been taken for the winding-up, dissolution, administration, bankruptcy, suspension of payments or reorganization of the Company, the Pledgor shall inform the Pledgee thereof in writing immediately.
Undertakings by the Pledgor. 3.1 有关质押股份的行为。每个出质人应将与质押股份有关的任何诉讼、起诉、索赔或法律、行政或仲裁程序或政府查询、行动或调查通知质权人。 Actions Regarding the Pledged Securities. Each Pledgor shall inform the Pledgee of any actions, suits, claims or legal, administrative or arbitral proceedings or governmental enquiries, actions or investigations in relation to the Pledged Securities or the Assets.
3.2 进一步保证。无论何时，经当质权人合理要求，每个出质人应迅速签署所有可能必要的或可取的其他文书，迅速落实其他可能必要的或可取的事宜，以便进一步和更充分地将本协议授予的或拟授予的全部权利、利益、权力、福利、特权和优惠授予质权人。在不影响前句通用性的前提下，如果质权人行使其在独家购买权协议下的权利，公司成为中国法律下的外商投资企业，则每个出质人应履行，并应促使公司履行外商投资企业股权质押的规定所要求的批准、备案（适用的范围内）和登记本协议所设质押的一切必要程序。 Further Assurance. Whenever reasonably requested by the Pledgee, each Pledgor shall promptly execute all such other instruments, and promptly do all such other things, as may be necessary or advisable in order to further and more fully vest in the Pledgee all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred by this Contract. Without prejudice to the generality of the preceding sentence, if, pursuant to the exercise by the Pledgee of its rights under the Exclusive Call Option Contract, the Company becomes a foreign invested enterprise under PRC law, each Pledgor shall, and shall procure that the Company will, carry out all necessary procedures for the approval, filing (to the extent applicable) and registration of the pledge created hereunder in accordance with the regulations governing pledges of equity interests in foreign invested enterprises.
3.3 进一步承诺。每个出质人在此向质权人承诺，在本协议存续期间，出质人： Further Undertaking. Each Pledgor hereby undertakes to the Pledgee, that during the term of this Contract, the Pledgor shall:
(a) 未经质权人事先书面同意，除为履行独家购买权协议之目的，不得转让质押股份，不得在质押股份上设定或允许存在可能影响质权人权益的任何权利负担； not transfer the Pledged Securities, place or permit the existence of any Encumbrance that may affect the Pledgee’s rights and interests in the Pledged Securities, without the prior written consent of the Pledgee, except for the purposes of the performance of the Exclusive Call Option Contract;
(b) 遵守所有适用于权利质押的法律法规和政府命令； comply with the provisions of all laws and regulations and governmental orders applicable to the pledge of rights;
(c) 在收到有关主管政府机关就质押股份发出的任何通知、指令或者建议时，于5日内书面通知质权人上述通知、指令或建议的合理细节，并按质权人的合理要求就上述通知、指令或建议作出应对； within 5 days of receipt of any notice, order or recommendation issued by competent governmental authorities regarding the Pledged Securities, notify the Pledgee in writing with reasonable detail about such notice, order or recommendation, and to act in acc...
Undertakings by the Pledgor. 6.1 The Pledgor shall not otherwise than as permitted by the Finance Documents:
