Common use of Undertakings by the Shareholders Clause in Contracts

Undertakings by the Shareholders. 5.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. In case of the expiration of term of operation of the Target Companies during the term of this Agreement, without prior written consent from Framedia Investment, the Shareholders shall take all necessary measure to extend the term of operation of the Target Company to and until the expiration of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Framedia Investment, 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the Target Company Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of Target Company to dispose of any of the Target Company Assets (except as occurs during the arm's length operations); 5.2.4 it shall not terminate or cause the management of Target Company to terminate any Material Agreements entered into by Target Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Framedia Investment in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Target Company to be appointed or dismissed by the Shareholders; 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 it shall ensure that Target Company shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 it shall not amend the Articles of Association of Target Company or cast affirmative votes regarding such amendment; 5.2.10 it shall ensure that Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis; and 5.2.11 If it acquires any equity interest of a new advertising company other than the Target Company within the term of this Agreement and such new advertising company's business relies on the technical license and service provided by Framedia Investment, it shall grant Framedia Investment Transferred Option in respect to the equity interest held by it in such advertising company subject to and upon the same terms and conditions of this Agreement. 5.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Target Company, and ensure that the operations of Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Target Company Assets or its credit standing or affect the validity of the Business Permits of Target Company. 5.4 The Target Company undertakes that, before Framedia Investment's Exercise of Option and acquire all equity of the Target Company, the Target Company shall not do the following:

Undertakings by the Shareholders. 5.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Target Company Focus Media Wireless is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. In case of Without the expiration of prior written consent by Dotad Technology, if the business term of operation of the Target Companies Focus Media Wireless expires during the term of this Agreement, without prior written consent from Framedia Investment, the Shareholders shall then take all necessary measure measures to extend such business term to ensure the business term of Focus Media Wireless not be expired during the term of operation of the Target Company to and until the expiration of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Framedia InvestmentDotad Technology, 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the Target Company Focus Media Wireless Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of Target Company Focus Media Wireless to dispose of any of the Target Company Focus Media Wireless Assets (except as occurs during the arm's length operations); 5.2.4 it shall not terminate or cause the management of Target Company Focus Media Wireless to terminate any Material Agreements entered into by Target CompanyFocus Media Wireless, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Target Company Focus Media Wireless to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Framedia Investment Dotad Technology in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Target Company Focus Media Wireless to be appointed or dismissed by the Shareholders; 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 it shall ensure that Target Company Focus Media Wireless shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 it shall not amend the Articles of Association of Target Company Focus Media Wireless or cast affirmative votes regarding such amendment; 5.2.10 it shall ensure that Target Company Focus Media Wireless shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis; and 5.2.11 If it acquires any equity interest of a new advertising company other than the Target Company within the term of this Agreement and such new advertising company's business relies on the technical license and service provided by Framedia Investment, it shall grant Framedia Investment Transferred Option in respect to the equity interest held by it in such advertising company subject to and upon the same terms and conditions of this Agreement.. 7 5.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Target CompanyFocus Media Wireless, and ensure that the operations of Target Company Focus Media Wireless are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Target Company Focus Media Wireless Assets or its credit standing or affect the validity of the Business Permits of Target CompanyFocus Media Wireless. 5.4 The Target Company Focus Media Wireless undertakes that, before Framedia Investment's Exercise of Dotad Technology exercises the Option and acquire all equity of the Target CompanyFocus Media Wireless, the Target Company Focus Media Wireless shall not do the following:

Undertakings by the Shareholders. 5.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Target Company Century Shenghuo is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. In case of the expiration of term of operation of the Target Companies Century Shenghuo during the term of this Agreement, without prior written consent from Framedia Investment, the Shareholders shall take all necessary measure to extend the term of operation of the Target Company Century Shenghuo to and until the expiration of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Framedia Investment, 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the Target Company Century Shenghuo Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of Target Company Century Shenghuo to dispose of any of the Target Company Century Shenghuo Assets (except as occurs during the arm's length operations); 5.2.4 it shall not terminate or cause the management of Target Company Century Shenghuo to terminate any Material Agreements entered into by Target CompanyCentury Shenghuo, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Target Company Century Shenghuo to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Framedia Investment in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Target Company Century Shenghuo to be appointed or dismissed by the Shareholders; 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 it shall ensure that Target Company Century Shenghuo shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 it shall not amend the Articles of Association of Target Company Century Shenghuo or cast affirmative votes regarding such amendment; 5.2.10 it shall ensure that Target Company Century Shenghuo shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis; and 5.2.11 If it acquires any equity interest of a new advertising company other than the Target Company within the term of this Agreement and such new advertising company's business relies on the technical license and service provided by Framedia Investment, it shall grant Framedia Investment Transferred Option in respect to the equity interest held by it in such advertising company subject to and upon the same terms and conditions of this Agreement. 5.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Target CompanyCentury Shenghuo, and ensure that the operations of Target Company Century Shenghuo are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Target Company Century Shenghuo Assets or its credit standing or affect the validity of the Business Permits of Target CompanyCentury Shenghuo. 5.4 The Target Company Century Shenghuo undertakes that, before Framedia Investment's Exercise of Option and acquire all equity of the Target CompanyCentury Shenghuo, the Target Company Century Shenghuo shall not do the following:

Undertakings by the Shareholders. 5.1 6.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Target Company DSAC is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. In case of the expiration of term of operation of the Target Companies during the term of this Agreement, without prior written consent from Framedia Investment, the Shareholders shall take all necessary measure to extend the term of operation of the Target Company to and until the expiration of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the 6.2 The Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Framedia InvestmentDSHK, 5.2.1 6.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the Target Company DSAC Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of Target Company DSAC to dispose of any of the Target Company DSAC Assets (except as occurs during the arm's ’s length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of Target Company DSAC to terminate any Material Agreements entered into by Target CompanyDSAC, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Target Company DSAC to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's ’s length operations or daily operation, or having been disclosed to and approved by Framedia Investment DSHK in writing); 5.2.6 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Target Company DSAC to be appointed or dismissed by the Shareholders; 5.2.7 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 6.2.8 it shall ensure that Target Company DSAC shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 6.2.9 it shall not amend the Articles of Association of Target Company DSAC or cast affirmative votes regarding such amendment; 5.2.10 6.2.10 it shall ensure that Target Company DSAC shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's ’s length basis; and 5.2.11 If it acquires any equity interest of a new advertising company other than the Target Company within the term of this Agreement and such new advertising company's business relies on the technical license and service provided by Framedia Investment, it shall grant Framedia Investment Transferred Option in respect to the equity interest held by it in such advertising company subject to and upon the same terms and conditions of this Agreement. 5.3 6.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Target CompanyDSAC, and ensure that the operations of Target Company DSAC are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Target Company DSAC Assets or its credit standing or affect the validity of the Business Permits of Target CompanyDSAC. 5.4 The Target Company 6.4 Without limiting the generality of Article 6.3 above, considering the fact that the Shareholders of DSAC sets aside all the equity interest held thereby in DSAC as security to secure the performance by DSAC of the obligations under the Management Services Agreement, the performance of such Shareholders of the obligations under the Proxy Agreement, the Shareholders undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of DSAC of any and all of its obligations under the Management Services Agreement and warrants that no adverse impact on exercising the rights under this Agreement by DSHK will be incurred due to the breach by the Shareholders of the Proxy Agreement or the breach of the DSAC of the Management Services Agreement. 6.5 DSAC undertakes that, before Framedia Investment's its Exercise of Option and acquire all equity of the Target CompanyDSAC, the Target Company DSAC shall not do the following: 6.5.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of DSAC, or permit creating any encumbrance or other third party’s interest on such assets, business, revenue or other legal rights (except as occurs during the arm’s length or operations or daily operation, or as is disclosed to DSHK and approved by DSHK in writing); 6.5.2 conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm’s length operations or daily operation, or having been disclosed to DSHK and approved by DSHK in writing); 6.5.3 release any dividend or share profit to the Shareholders or cause the DSAC to do so in any form.

Undertakings by the Shareholders. 5.1 6.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. In case of the expiration of term of operation of the Target Companies during the term of this Agreement, without prior written consent from Framedia Investment, the Shareholders shall take all necessary measure to extend the term of operation of the Target Company to and until the expiration of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the 6.2 The Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Framedia InvestmentXxx-Xxxx, 5.2.1 6.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the Target Company Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of Target Company to dispose of any of the Target Company Assets (except as occurs during the arm's length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of Target Company to terminate any Material Agreements entered into by Target Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Framedia Investment Xxx-Xxxx in writing); 5.2.6 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Target Company to be appointed or dismissed by the Shareholders; 5.2.7 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 6.2.8 it shall ensure that Target Company shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 6.2.9 it shall not amend the Articles of Association of Target Company or cast affirmative votes regarding such amendment; 5.2.10 6.2.10 it shall ensure that Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis; and 5.2.11 6.2.11 If it acquires any equity interest of a new advertising company other than the Target Company within the term of this Agreement and such new advertising company's business relies on the technical license and service provided by Framedia InvestmentXxx-Xxxx and/or Focus Media Digital, it shall grant Framedia Investment xxxxx Xxx-Xxxx Transferred Option in respect to the equity interest held by it in such advertising company subject to and upon the same terms and conditions of this Agreement. 5.3 6.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Target Company, and ensure that the operations of Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Target Company Assets or its credit standing or affect the validity of the Business Permits of Target Company. 5.4 The 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all the equity interest held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes thatto, before Framedia Investment's Exercise within the term of Option this Agreement, make full and acquire due performance of any and all equity of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by Xxx-Xxxx will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company, Company of the Target Company shall not do the following:Exclusive Service Agreement.