Undertakings of Existing Shareholders. The Existing Shareholders hereby severally and jointly make the following undertakings: 6.1 During the term of this Agreement, except those disclosed to eHi Car Rental with the prior written consent eHi Car Rental or subject to compulsory legal requirements: 6.1.1 it will not transfer or otherwise dispose of any Equity Transfer Option or encumber any Equity Transfer Option with any security interest or other third party rights; 6.1.2 it will not increase or reduce the registered capital of eHi Information; 6.1.3 it will not announce the distribution of or actually issue any profits, dividends or bonuses; 6.1.4 it will not agree or cause a merger or split of eHi Information; 6.1.5 it will not directly or indirectly own equity interests in, act as a director or become an employee of or provide service (except those services provided during the ordinary course of business of eHi Information) to, any domestic or overseas entities engaging in similar or competing business with eHi Information; 6.1.6 it will ensure that eHi Information will not be terminated, liquidated or dissolved; and 6.1.7 it will not revise the articles of association of eHi Information. 6.2 It shall ensure, during the term of this Agreement, that eHi Information will fulfill its undertakings under the following Article 7. 6.3 During the term of this Agreement, they shall use their respective best efforts to develop the business of eHi Information and ensure the lawful and rules-compliant operation of eHi Information and shall not commit any act or omission likely to impair the assets or goodwill of eHi Information or affect the validity of the business permits of eHi Information. If they cease to be the shareholders of eHi Information, they will cause their respective successors to undertake in writing to assume their rights and obligations hereunder and with full legal effect.
Appears in 2 contracts
Samples: Call Option and Cooperation Agreement (eHi Car Services LTD), Call Option and Cooperation Agreement (eHi Car Services LTD)
Undertakings of Existing Shareholders. The Existing Shareholders hereby severally and jointly make the following undertakingsundertake as follows:
6.1 During the term validity period of this Agreement, except those disclosed to eHi Car Rental with without the prior written consent eHi Car Rental or subject to compulsory legal requirementsof the WFOE:
6.1.1 it will Existing Shareholders shall not transfer assign or otherwise dispose of any Equity Transfer Option of, or encumber any Equity Transfer Option with create any security interest or other third party rightsright on, any option equity;
6.1.2 it will They shall not increase or reduce decrease the registered capital of eHi Informationthe Company or merge with any other entity;
6.1.3 it will They shall not announce dispose of or procure the management of the Company to dispose of any material assets of the Company (including the Company’s long-term investment interests) (except in the ordinary course of business operations);
6.1.4 They shall not terminate or procure the management of the Company to terminate any material agreement signed by the Company, or enter into any other agreement that conflicts with existing material agreements;
6.1.5 They shall not appoint or remove any executive director, supervisor or other management personnel of the Company that shall be appointed or removed by Existing Shareholders;
6.1.6 They shall not declare the distribution of or actually issue pay any distributable profits, dividends bonuses or bonusesdividends;
6.1.4 it will not agree or cause a merger or split of eHi Information;
6.1.5 it will not directly or indirectly own equity interests in, act as a director or become an employee of or provide service (except those services provided during the ordinary course of business of eHi Information) to, any domestic or overseas entities engaging in similar or competing business with eHi Information;
6.1.6 it will 6.1.7 They shall ensure that eHi Information will the Company is validly subsisting, and is not be terminated, liquidated or dissolved;
6.1.8 They shall not amend the Company’s articles of association; and
6.1.7 it 6.1.9 They shall ensure that the Company will not revise the articles lend or borrow monies, provide guarantees or make other forms of association warranty, or assume any substantive obligations outside of eHi Informationordinary course of business operations.
6.2 It shall ensure, during During the term validity period of this Agreement, Existing Shareholders shall do their utmost to develop the Company’s business and ensure that eHi Information the Company operates in a legal and compliant manner and they will fulfill its undertakings under not conduct any act or act of omission that may damage the following Article 7assets and goodwill of the Company or affect the validity of the Company’s business license.
6.3 During the term validity period of this Agreement, they shall use their respective best efforts to develop promptly inform the WFOE of any situation that may have a material adverse effect on the Company’s subsistence, business of eHi Information and ensure the lawful and rules-compliant operation of eHi Information operations, financial condition, assets or goodwill, and shall not commit promptly take all measures approved by the WFOE to eliminate such adverse conditions or take effective remedial measures for the Company.
6.4 Once the WFOE issues the exercise notice:
6.4.1 They shall immediately convene a shareholders’ meeting and adopt resolutions of such meeting and take all other necessary actions to agree that Existing Shareholders may assign all assignment equity to the WFOE and/or other entities or individuals designated by it at the assignment price and waive any act right of first refusal they have;
6.4.2 They shall promptly sign an equity assignment agreement with the WFOE and/or other entities or omission likely individuals designated by it to impair assign all assignment equity to the assets WFOE and/or other entities or goodwill of eHi Information or affect individuals designated by it at the validity assignment price, and shall provide the WFOE with necessary support (including providing and signing all relevant legal documents, performing all government approvals and registration procedures and undertaking all relevant obligations) in accordance with the requirements of the business permits of eHi Information. If they cease to be WFOE and laws and regulations so that the shareholders of eHi Information, they will cause their respective successors to undertake in writing to assume their rights and obligations hereunder and with full legal effectWFOE and/or other entities or individuals designated by it obtain all assignment equity without faults at law.
Appears in 2 contracts
Samples: Supplemental Exclusive Purchase Option Agreement (Kingsoft Cloud Holdings LTD), Supplemental Exclusive Purchase Option Agreement (Kingsoft Cloud Holdings LTD)
Undertakings of Existing Shareholders. The Existing Shareholders hereby severally and jointly make the following undertakingsseparately undertake as follows:
6.1 During the term validity period of this Agreement, except those disclosed to eHi Car Rental with without the prior written consent eHi Car Rental or subject to compulsory legal requirementsof the WFOE:
6.1.1 it will Existing Shareholders shall not transfer assign or otherwise dispose of any Equity Transfer Option of, or encumber any Equity Transfer Option with create any security interest or other third party rightsright on, any option equity;
6.1.2 it will They shall not increase or reduce decrease the registered capital of eHi Informationthe Company or merge with any other entity;
6.1.3 it will They shall not announce dispose of or procure the management of the Company to dispose of any material assets of the Company (including the Company’s long-term investment interests) (except in the ordinary course of business operations);
6.1.4 They shall not terminate or procure the management of the Company to terminate any material agreement signed by the Company, or enter into any other agreement that conflicts with existing material agreements;
6.1.5 They shall not appoint or remove any executive director, supervisor or other management personnel of the Company that shall be appointed or removed by Existing Shareholders;
6.1.6 They shall not declare the distribution of or actually issue pay any distributable profits, dividends bonuses or bonusesdividends;
6.1.4 it will not agree or cause a merger or split of eHi Information;
6.1.5 it will not directly or indirectly own equity interests in, act as a director or become an employee of or provide service (except those services provided during the ordinary course of business of eHi Information) to, any domestic or overseas entities engaging in similar or competing business with eHi Information;
6.1.6 it will 6.1.7 They shall ensure that eHi Information will the Company is validly subsisting, and is not be terminated, liquidated or dissolved;
6.1.8 They shall not amend the Company’s articles of association; and
6.1.7 it 6.1.9 They shall ensure that the Company will not revise the articles lend or borrow monies, provide guarantees or make other forms of association warranty, or assume any substantive obligations outside of eHi Informationordinary course of business operations.
6.2 It shall ensure, during During the term validity period of this Agreement, Existing Shareholders shall do their utmost to develop the Company’s business and ensure that eHi Information the Company operates in a legal and compliant manner and they will fulfill its undertakings under not conduct any act or act of omission that may damage the following Article 7assets and goodwill of the Company or affect the validity of the Company’s business license.
6.3 During the term validity period of this Agreement, they shall use their respective best efforts to develop promptly inform the WFOE of any situation that may have a material adverse effect on the Company’s subsistence, business of eHi Information and ensure the lawful and rules-compliant operation of eHi Information operations, financial condition, assets or goodwill, and shall not commit any act promptly take all measures approved by the WFOE to eliminate such adverse conditions or omission likely take effective remedial measures for the Company.
6.4 Once the WFOE issues the exercise notice:
6.4.1 They shall immediately convene a shareholders’ meeting and adopt resolutions of such meeting and take all other necessary actions to impair the agree that Existing Shareholders may assign all option equity/assets or goodwill of eHi Information or affect the validity of the business permits Company to the WFOE and/or other entities or individuals designated by it at the assignment price and waive any right of eHi Information. If first refusal they cease have;
6.4.2 They shall promptly sign an equity assignment agreement with the WFOE and/or other entities or individuals designated by it to be assign all option equity to the shareholders WFOE and/or other entities or individuals designated by it at the assignment price, and shall provide the WFOE with necessary support (including providing and signing all relevant legal documents, performing all government approvals and registration procedures and undertaking all relevant obligations) in accordance with the requirements of eHi Information, they will cause their respective successors to undertake in writing to assume their rights the WFOE and obligations hereunder laws and with full legal effectregulations so that the WFOE and/or other entities or individuals designated by it obtain all option equity without faults at law.
Appears in 2 contracts
Samples: Exclusive Purchase Option Agreement (Kingsoft Cloud Holdings LTD), Exclusive Purchase Option Agreement (Kingsoft Cloud Holdings LTD)
Undertakings of Existing Shareholders. The Existing Shareholders hereby severally and jointly make the following undertakingsundertake as follows:
6.1 During the term of this Agreement, except those disclosed the Existing Shareholders shall take all necessary measures to eHi Car Rental with ensure that Beijing Huaqianshu is able to obtain in a timely manner all Business Licenses required to carry out its business operations and maintain all the Business Licenses in effect at any time.
6.2 During the term of this Agreement, without the prior written consent eHi Car Rental or subject to compulsory legal requirementsof Beijing Miyuan:
6.1.1 it will 6.2.1 any of the Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Transfer Option Interests or encumber create any Equity Transfer Option with any security interest encumbrances or other third party rightsrights thereon;
6.1.2 it will 6.2.2 any of the Existing Shareholders shall not increase or reduce the registered capital of eHi InformationBeijing Huaqianshu’s Registered Capital;
6.1.3 it will 6.2.3 any of the Existing Shareholders shall not announce dispose of or cause the management of Beijing Huaqianshu to dispose of any of Beijing Huaqianshu’s Assets (except for those during the ordinary business operation);
6.2.4 any of the Existing Shareholders shall not terminate or cause the management of Beijing Huaqianshu to terminate any of the Material Agreements executed by Beijing Huaqianshu, or to enter into any other agreements in conflict with the existing Material Agreements;
6.2.5 any of the Existing Shareholders shall not appoint or replace any directors, supervisors, or any other management personnel of Beijing Huaqianshu which may be appointed and removed by the Existing Shareholders;
6.2.6 any of the Existing Shareholders shall not cause or approve Beijing Huaqianshu to declare any distribution of or actually issue distribute any distributable profits, dividends or bonusesdividend on shares;
6.1.4 it will 6.2.7 any of the Existing Shareholders shall ensure Beijing Huaqianshu being duly existing and not agree or cause a merger or split of eHi Information;
6.1.5 it will not directly or indirectly own equity interests in, act as a director or become an employee of or provide service (except those services provided during the ordinary course of business of eHi Information) to, any domestic or overseas entities engaging in similar or competing business with eHi Information;
6.1.6 it will ensure that eHi Information will not be terminated, liquidated or dissolved;
6.2.8 any of the Existing Shareholders shall not cause or approve Beijing Huaqianshu to amend its articles of association;
6.2.9 any of the Existing Shareholders shall ensure Beijing Huaqianshu not to lend or borrow any loan or provide guarantee or security of any kind, or to undertake any other material obligations beyond its ordinary business operations; and
6.1.7 it will 6.2.10 any of the Existing Shareholders shall ensure Beijing Huaqianshu not revise to merge with any third party, acquire the articles assets or equity interests of association any third party, or otherwise invest in any third party. The Parties agree that, if the combined percentage of eHi Information.
6.2 It shareholdings of Beijing Huaqianshu of the Existing Shareholders falls under 50% (excluding 50%) due to the purchase of all the equity interests in Beijing Huaqianshu held by the Existing Shareholders by Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan, the part of covenanted contents under this Article which are beyond the reasonable control of the Existing Shareholders shall ensure, during no longer apply to the term of this Agreement, that eHi Information will fulfill its undertakings under the following Article 7Existing Shareholders.
6.3 During the term of this Agreement, they the Existing Shareholders shall use their respective best efforts endeavors to develop the Beijing Huaqianshu’s business of eHi Information and ensure the lawful legitimate operations of Beijing Huaqianshu in compliance with laws and rules-compliant operation of eHi Information and regulations. The Existing Shareholders shall guarantee that they will not commit do any act or omission likely omit to impair the assets or goodwill of eHi Information do any act which may damage Beijing Huaqianshu’s Assets, business reputation or affect the validity of the business permits of eHi Information. If they cease to be the shareholders of eHi Information, they will cause their respective successors to undertake in writing to assume their rights and obligations hereunder and with full legal effectBeijing Huaqianshu’s Business Licenses.
Appears in 1 contract
Samples: Exclusive Purchase Option Agreement (JIAYUAN.COM International LTD)
Undertakings of Existing Shareholders. The Existing Shareholders hereby severally and jointly make the following undertakingsundertake that:
6.1 During the term hereof, they will take all necessary measures to ensure that Qingke E-commerce can obtain all Business Licenses required for the operation of this Agreementits business in time and that all Business Licenses remain valid at all times.
6.2 During the term hereof, except those disclosed to eHi Car Rental with the without prior written consent eHi Car Rental or subject to compulsory legal requirementsof WFOE:
6.1.1 it 6.2.1 They will not transfer or otherwise dispose of any Equity Transfer Option Equity, or encumber create any Equity Transfer Option with any security interest encumbrance or other third third-party rightsrights on any Option Equity;
6.1.2 it 6.2.2 They will not increase or reduce decrease the registered capital Registered Capital of eHi InformationQingke E-commerce, or otherwise change the ownership structure of Qingke E-commerce at the time of signing this Agreement;
6.1.3 it 6.2.3 They will not announce the distribution of transfer, mortgage or actually issue any profitsotherwise dispose of, dividends or bonuses;
6.1.4 it will not agree or cause a merger the management of Qingke E-commerce to transfer, mortgage or split dispose of, any assets, legal income and interests of eHi Information;
6.1.5 it will not directly or indirectly own equity interests in, act as a director or become an employee of or provide service Qingke E-commerce (except for those services provided during occurred in the ordinary course of business business).
6.2.4 They will not terminate, or cause the management of eHi Information) toQingke E-commerce to terminate, any domestic Major Agreement concluded by Qingke E-commerce, or overseas entities engaging to enter into any other agreement that conflicts with the existing Major Agreements.
6.2.5 They will not, whether individually or jointly, cause the Qingke E-commerce to conclude any transaction which may materially affect the assets, liabilities, business operation, ownership structure, equity held in similar any third party and other legitimate rights of Qingke E-commerce (except for those occurred in the ordinary course of business).
6.2.6 They will not appoint or competing business with eHi Information;remove any director or supervisor of Qingke E-commerce, or any other manager of Qingke E-commerce who shall be appointed or removed by them.
6.1.6 it 6.2.7 They will not cause, or agree with, Qingke E-commerce to declare or actually distribute any distributable profits, bonus or dividends.
6.2.8 They will ensure the valid existence of Qingke E-commerce, and ensure that eHi Information will it is not be terminated, liquidated or dissolved.
6.2.9 They will not cause, or agree with, Qingke E-commerce to amend its articles of association.
6.2.10 They will ensure that Qingke E-Commerce will not lend or borrow money, or provide guarantees or have any act with the nature of guarantee, or assume any material obligations beyond the ordinary course of business; and
6.1.7 it 6.2.11 They will ensure that Qingke E-commerce will not revise the articles of association of eHi Information.
6.2 It shall ensurebe merged with any third party, during the term of this Agreementpurchase any assets or equity from any third-party, that eHi Information will fulfill its undertakings under the following Article 7or otherwise invest in any third party.
6.3 During the term hereof, without prior written consent of this AgreementWFOE, they will not cause Qingke E-commerce or the management of Qingke E-commerce to consent to its subsidiary, branch or affiliate (collectively, “Subsidiaries”):
6.3.1 to increase or decrease the registered capital of the Subsidiaries, or cause or consent to the division of the Subsidiaries or their merge with any other entity;
6.3.2 to dispose of, or cause the management of the Subsidiaries to dispose of, any Major Assets of the Subsidiaries (except for those occurred in the ordinary course of business), or to create any encumbrance or other third-party rights on such assets;
6.3.3 to terminate, or cause the management of the Subsidiaries to terminate, any Major Agreement concluded by the Subsidiaries, or to enter into any other agreement that conflicts with the existing Major Agreements.
6.3.4 to appoint or remove any director or supervisor of the Subsidiaries, or any other manager of the Subsidiaries who shall use be appointed or removed by them.
6.3.5 to terminate, liquidate or dissolve the Subsidiaries, or have any act that impairs or may impair the valid existence of the Subsidiaries;
6.3.6 to amend the articles of association of the Subsidiaries; and
6.3.7 to lend or borrow money, or to provide guarantee or have any act with the nature of guarantee, or assume any material obligations beyond the ordinary course of business.
6.3 During the term hereof, they will take all necessary measures to ensure that the Qingke E-commerce appoints the directors or supervisors of Qingke E-commerce, or other managers of Qingke E-commerce who should be appointed or removed by them, according to the instructions of WFOE.
6.4 During the term hereof, they will notify WFOE of any threatened or pending action, arbitration and administrative procedure with respect to the assets, business and income of Qingke E-commerce as soon as they get knowledge of it.
6.5 During the term hereof, if WFOE agrees with Qingke E-commerce to distribute dividends or profits to them, they will pay all of those dividends or profits they received from Qingke E-commerce to WFOE.
6.6 During the term hereof, they will make their respective best utmost efforts and take all necessary measures, including but not limited to develop the business of eHi Information signing all necessary documents, initiating all necessary litigations and ensure the lawful taking all necessary defensive measures, to safeguard their equity and rulesinterests in Qingke E-compliant operation of eHi Information commerce.
6.7 They shall strictly abide by this Agreement and shall not commit other agreements signed with Qingke E-commerce and WFOE, fulfill their obligations hereunder and thereunder, and refrain from any act or omission likely to impair the assets or goodwill of eHi Information or that may affect the validity and enforcement of such agreements.
6.8 If the total Transfer Price received by any of the business permits Existing Shareholders with respect to the Transferring Equity it holds is higher than its contribution to Qingke E-commerce, or any of eHi Informationthe Existing Shareholders receives any form of profit distribution, bonus or dividend, it agrees to give up the premium to the extent in conformity with the Laws of China, and pay all of the Transfer Price and any profit distribution, bonus or dividends received (after deducting relevant taxes) to WFOE. If they cease to be Otherwise, Existing Shareholders shall compensate WFOE and/or other entity or individual designated by WFOE for all the shareholders of eHi Information, they will cause their respective successors to undertake in writing to assume their rights and obligations hereunder and with full legal effectlosses incurred.
Appears in 1 contract
Samples: Exclusive Option Agreement (Q&K INTERNATIONAL GROUP LTD)
Undertakings of Existing Shareholders. The Existing Shareholders hereby severally and jointly make undertake the following undertakingsfollowing:
6.1 5.1 During the term of this Agreement, except those disclosed to eHi Car Rental with the prior written consent eHi Car Rental or subject to compulsory legal requirements:
6.1.1 it will not transfer or otherwise dispose of any Equity Transfer Option or encumber any Equity Transfer Option with any security interest or other third party rights;
6.1.2 it will not increase or reduce the registered capital of eHi Information;
6.1.3 it will not announce the distribution of or actually issue any profits, dividends or bonuses;
6.1.4 it will not agree or cause a merger or split of eHi Information;
6.1.5 it will not directly or indirectly own equity interests in, act as a director or become an employee of or provide service (except those services provided during the ordinary course of business of eHi Information) to, any domestic or overseas entities engaging in similar or competing business with eHi Information;
6.1.6 it will ensure that eHi Information will not be terminated, liquidated or dissolved; and
6.1.7 it will not revise the articles of association of eHi Information.
6.2 It shall ensure, during the term of this Agreement, that eHi Information will fulfill its undertakings under the following Article 7.
6.3 During the term validity period of this Agreement, they shall use take all necessary measures to ensure that the Company is able to obtain all the business licenses needed to operate its business in a timely manner and that all business licenses remain valid at all times.
5.2 During the validity period of this Agreement, without prior written consent of the WFOE:
(1) No Existing Shareholder may transfer or dispose of any Option Equity in any other way or set up any security interest or other third-party rights on any Option Equity;
(2) No Existing Shareholder may increase or decrease the registered capital of the Company or otherwise change its registered capital structure;
(3) No Existing Shareholder may dispose of or cause the management of the Company to dispose of any major assets of the Company (except those occurring in the normal course of business);
(4) No Existing Shareholder may terminate or cause the management of the Company to terminate any major agreement entered into by the Company or to sign any other agreement that may conflict with existing major agreements;
(5) No Existing Shareholder may, severally or jointly, cause the Company to enter into transactions that may substantially affect the Company’s assets, liabilities, business operations, ownership structure, the third parties’ equities and other legal rights held by the Company (except those arising in the normal course of business);
(6) No Existing Shareholder may appoint or replace any Company’s directors, supervisors or executives of other companies that shall be appointed or removed by Existing Shareholders;
(7) No Existing Shareholder may declare to distribute or actually release any distributable profits, bonus, dividends or interests, or vote to agree to the above distribution or release;
(8) The Existing Shareholders shall ensure that the Company is validly existing without being terminated, liquidated or dissolved;
(9) No Existing Shareholder may substantially amend the articles of association of the Company; and
(10) The Existing Shareholders shall ensure that the Company not lend or borrow loans, or provide guarantees or other forms of guarantees, or assume any substantive obligations outside its normal business activities.
5.3 During the validity period of this Agreement, the Existing Shareholders must make their respective best efforts to develop the business of eHi Information the Company and ensure that the lawful Company operates legally and rules-compliant operation of eHi Information and shall in compliance with the regulations. The Existing Shareholders will not commit perform any act actions or omission likely to impair omissions that may adversely affect the assets Company’s assets, goodwill or goodwill of eHi Information or affect the validity of the Company’s business permits of eHi Information. If they cease to be the shareholders of eHi Information, they will cause their respective successors to undertake in writing to assume their rights and obligations hereunder and with full legal effectlicense.
Appears in 1 contract
