Undertakings of Party B. Party B hereby undertakes that:
(a) It will not sell, transfer, mortgage or otherwise dispose of any legal or beneficial right and interest of any equity at any time from the date of signing of the Agreement, or permit to set up any encumbrance thereon without prior written approval of Party A, except for the pledge of equity of Party C held by Party B in accordance with the Equity Interest Pledge Agreement.
(b) It will not approve the sale, transfer, pledge or otherwise dispose of any legal or beneficial interest of any equity, or approve to set up any other security interest thereon without prior written approval of Party A, except to Party A and/or the Person(s) Designated by Party A; and it will not approve the transfer of Purchased Equity specified herein. It will urge the meeting of its Shareholders not to approve the sale, transfer, pledge or otherwise dispose of lawful or beneficial interest of any equity, or approve to set up any other security interest thereon without prior written approval of Party A, except to Party A and/or the Person(s) Designated by Party A; and it will urge its shareholders to vote on the transfer of the Purchased Equity specified herein.
(c) It will not agree, support or sign any decision to approve the merger or combination of Party C with any person, or be purchased by, acquire, or make investment in any person without prior written approval of Party A; or It will not vote at the Shareholders Meeting of Party C to agree, support or sign any resolution to approve the merger or combination of Party C with any person, or be purchased by, acquire, or make investment in any person without prior written approval of Party A.
(d) It will immediately notify Party A of any litigation, arbitration or administrative proceeding that may occur in connection with the equity of Party C.
(e) It will sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate claims or defend all claims to maintain the ownership of all equity of Party C.
(f) It will not perform any act and/or omission which may have any adverse effect on the assets, business and liabilities of Party C without prior written approval of Party A.
(g) It will agree and appoint a Person(s) Designated by Party A as the director and general manager of Party C and other senior management personnel, and shall actively assist in all matters related to the appointment of such personnel at the request of Party A, includ...
Undertakings of Party B. Party B hereby agrees that, during the term of the Agreement:
Undertakings of Party B. As the target enterprise of the Pledged Equities, Party B undertakes to the Pledgee that:
11.1 Without the prior written consent of the Pledgee, it will not help or permit the Pledgor to create any new pledge or any other security interests on the Pledged Equities.
11.2 Without the prior written consent of the Pledgee, it will not help or permit the Pledgor to transfer the Pledged Equities.
11.3 When there is any lawsuit, arbitration or other claim which may have adverse effects on Party B, the Pledged Equities or the interests of the Pledgee under the VIE Agreements, Party B assures that it will timely notify the Pledgee in writing as soon as possible, and as reasonably requested by the Pledgee, take all necessary measures to ensure the pledge interests of the Pledgee in the Pledged Equities.
11.4 Party B shall not engage in or permit any action or act that may have adverse effects on the interests or Pledged Equities of the Pledgee under the VIE Agreements.
11.5 Party B assures that, as reasonably requested by the Pledgee, it will take all measures and execute all documents (including but not limited to the supplements to this Agreement) necessary to ensure the pledge interests of the Pledgee in the Pledged Equities and the exercise and realization of such rights.
11.6 When the exercise of the pledge rights hereunder causes any transfer of the Pledged Equities, Party B assures that it will take all measures to realize such equity transfer.
Undertakings of Party B. 5.1 Without the prior written consent of Party A, Party B will not, directly or indirectly, participate, engage, involve or own the business which is the same as or compete or likely to compete with the main business of Party A or its affiliates, or participate, engage, involve or own the business which is the same as or compete or likely to compete with the main businesses of Party A or its affiliates by means of information obtained from Party A. Furthermore Party B will not hold or obtain any interest in business which is the same as or compete or likely to compete with the main businesses of Party A or its affiliates.
5.2 If Party B becomes person without civil capacity or a person with limited capacity for civil activity by reason of liquidation or otherwise, the administrator of Party B shall continue to perform its obligations and enjoy the rights provided that it should continue to perform the provisions of this Agreement.
5.3 Party B undertakes that, from the date hereof, except that Party B ceases to hold any equity in the Company and regardless of any change in its shareholding in Party C, Party A will be appointed to exercise all of its shareholder rights in Party C.
5.4 For the purpose of exercising the Powers hereunder, the Attorney has the right to access the Company’s operations, business, customers, financial information, employees and other related information and inspect the related information, and Party B and Party C shall fully cooperate with this.
5.5 Party B undertakes that, during the term when Party B is Party C’s shareholder, the this Agreement and the Powers granted hereunder shall be irrevocable, unless there is a request in respect to variation or termination made by Party A. This Agreement shall remain in effect since the date of execution hereof.
5.6 Party B undertakes that, during the term hereof, Party B hereby waives all rights in respect to Party B Equity that has been granted through this Agreement to Party A. Party B shall not be exercised such rights on its own.
5.7 Party B undertakes that, all actions taken, and all document executed, by the Attorney in relation to Party B Equity are deem as the actions taken and the document executed by Party B. Party B will acknowledge the foresaid.
5.8 Party B undertakes that, the Attorney has the right to delegate any of the Powers to the other person or entity at its own discretion without prior notice to Party B or obtaining Party B’s consent. If required by Chinese law, the At...
Undertakings of Party B. 6.1 Party B hereby undertakes that it shall:
6.1.1 not be involved in any transaction or acts that could have material impact on Party B’s assets, business, rights or business management, or listed in any form of initial public offerings (IPO), backdoor listing and/or listing in the form of asset restructuring, unless obtained prior written consents of Party A;
6.1.2 not supplement, change or amend Articles of Association or relevant documents of Party B, or increase or decrease its registered capitals or otherwise change its equity ownership structure, unless obtained prior written consents of Party A;
6.1.3 maintain its corporate existence as per good financial and commercial standard and practice, prudently and effectively operate its business and handle its affairs. It shall also make every effort to obtain, maintain and update licenses and approvals needed by Party B’s operation, and ensure that such licenses and approvals shall not be cancelled, revoked or annulled, and cause business of Party B to comply with applicable laws, rules and regulations;
6.1.4 at request of Party A, provide all data in relation to Party B’s operation and financial status;
6.1.5 promptly inform Party A of any litigation, arbitration or administrative proceeding happened or to happen in respect of assets, business and incomes, or any potential material losses;
6.1.6 maintain ownership of Party B to all of its assets, execute all necessary or appropriate documents with prior written consents of Party A, take all actions and lodge complaints, or make a defense against all claims if necessary or appropriate;
6.1.7 not cause or allow increase of charge, lien or security on assets or rights of Party B (whether fixed or variable fees, charge or other securities), or make any act impairing value of Underlying Assets, unless obtained prior written consents of Party A;
6.1.8 not sell, rent, lend, transfer, assign, give, mortgage to any third party, or establish security interests or trusteeship for, or make external investment with, or otherwise dispose of Party B’s goodwill, assets or interests (including but not limited to fixed assets, real estate, intellectual property, right or interested to third party, qualifications, approvals, authorizations and consents in relation to business operation), unless obtained prior written consents of Party A;
6.1.9 not lend money or make any payments not required in normal business to any third party, or grant loans to or undertake any liabili...
Undertakings of Party B. 5.1 Party B undertakes to strictly obey the requirements of security management stipulated by Party A.
5.2 Party B undertakes to provide Party A with the original of the deducting form of VAT invoice with stamp of tax office, which is also consistent with the trade contract.
5.3 Party B undertakes to fully pay the par value into the bank account opened with Party A 3 working days prior to the due date of the bank acceptance notes. Account No.: 1001145719006914063.
5.4 Party B undertakes to provide Party A with the financial and accounting information such as balance sheets, income statements and cash flow statements; accept and actively cooperate with Party A’s check and supervision on its production, operational and financial conditions.
5.5 Party B undertakes to inform Party A 3 working days in advance and obtain prior consent of Party A or make appropriate arrangements in relation to the realization of Party A's claims to Party A’s satisfaction, before it carries out any merger, division, transfer of material assets and other action that may cause an adverse impact on Party A’s rights and interests.
5.6 Party B undertakes to promptly notify Party A upon occurrence of any of the following events:
A. any change to its articles of association, business scope, registered capital, legal representative or stock ownership;
B. its winding-up, dissolution, liquidation, suspension of business, revocation or cancellation of its business license, or application (or be applied for) for bankruptcy;
C. it is or may be involved in any material economic dispute, litigation or arbitration, or its property is subject to seizure, attachment or supervision in accordance with applicable laws; or
D. any of its directors or current senior management personnel is suspected of major crime or involved in any material economic dispute.
E. there is any liability accident caused by Party B's violation of applicable laws and regulations, regulatory rules or industry standard in relation to food safety, production safety or environmental protection;
F. other events which may affected the realization of Party A's creditor right.
5.7 In case of any dispute with Party B and the receiver or the note holder, it is within Party B’s discretion to settle the matter. Party B undertakes to pay enough money to the account opened with Party A before the due date of the acceptance notes.
Undertakings of Party B. 4.1 Party B hereby warrants to Party A that unless obtaining the written consent (including the control agreement signed by Both Parties to this Agreement), Party B shall not perform the following conducts:
4.1.1 Revise the Articles of Association and other organizational documents, and increase or reduce the registered capital or change its registered capital structure;
Undertakings of Party B. 6.1 Where Party A applies for the use of this credit line for any specific business in compliance with this Contract and the requirements from Party B, Party B shall approve such application and shall perform as scheduled according to the Specific Business Contract.
6.2 Party B shall, upon the request of Party A, provide Party A with consultation, agency, settlement, and all the other intermediate services within its scope of business.
6.3 Except the circumstances as provided in Article 5 and Article 7 respectively, Party B shall not unilaterally make any adjustment to the term of credit and credit line in a way that is unfavorable to Party A.
Undertakings of Party B. (1) Without the prior written consent of Party A, it shall not sell, transfer, mortgage, permit others to use or otherwise dispose of any underlying assets held by it from the date of execution of this Agreement;
(2) It shall cause the general meeting and/or directors of Party B not to approve the sales, transfer, mortgage, permission on other’s use or other disposal of any underlying assets held by it without the prior written consent of Party A;
(3) It shall promptly notify Party A of any litigation, arbitration or administrative proceedings that have occurred or may occur with respect to the underlying assets;
(4) It shall cause the general meeting and/or the board of directors of Party B to vote in favor of the transfer of the Purchased Underlying Assets under this Agreement at the request of Party A;
(5) It shall execute all necessary or proper documents, take all necessary or proper actions, and file all necessary or proper complaints or defend all necessary and proper claims to maintain its ownership of the underlying assets;
(6) It shall unconditionally and immediately transfer its underlying assets to Party A and/or the Designee at any time upon the request of Party A; and
(7) It shall strictly comply with the provisions of this Agreement and other contracts entered into by the Parties, and earnestly perform all obligations under such contracts, and shall not perform any action or omission that may affect the validity and enforceability of such contracts.
Undertakings of Party B. Party B hereby agrees that, during the term of the Agreement: Consulting Services Agreement
