Common use of Undertakings of Party B Clause in Contracts

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, including but not limited to signing the necessary documents, to assist in registering the appointment of such senior management personnel in the Industrial and Commercial Administrative Department; (h) To the extent permitted by laws of China and at the request of Party A, it will immediately and unconditionally transfer to Party A or the Person(s) Designated by Party A all or part of equity of Party C held by Party B at any time, waive the right of first refusal on the equity of other shareholders of Party C transferred to Party A or the Person(s) Designated by Party A, and actively assist in handling all matters related to the transfer, including but not limited to signing the necessary documents and assisting in registering the equity transfer with relevant industrial and commercial administrative department. (i) It will strictly abide by the provisions of the Agreement and other agreements signed jointly or separately with Party C and Party A, practically perform all obligations under such agreements, and not perform any act and/or omission which may affect the validity and enforceability of such agreements; and (j) It agrees and guarantees that it will sign an irrevocable Power of Attorney to authorize Party A or the Person(s) Designated by Party A to exercise all of its rights as a shareholder of Party C.

Undertakings of Party B. Party B hereby undertakes thatundertakes: (a) It will Without prior written consent by Party A, from the execution date of this Agreement, not to sell, transfer, mortgage or otherwise dispose of in any other form any legal or beneficial right and interest of all or part of its equity interest in Party C, or to approve any equity at any time from other security interest on it, with the date of signing exception of the Agreement, or permit to set up any encumbrance thereon without prior written approval share pledge made for the interest 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 to or to cause the authorized representative(s) commissioned by it not to approve at the shareholders meeting, with no prior written consent by Party A, any sale, transfer, pledge mortgage or otherwise dispose disposal in any other form of any legal or beneficial interest of any equityall or part of its equity interest in Party C, or to approve to set up any other security interest thereon without prior written approval on it, with the exception of the share pledge made for the interest 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 to or to cause the authorized representative(s) commissioned by it not agree, support or sign any decision to approve at the merger or combination of shareholders meeting Party C to, with no prior written consent by Party A, merge or associate with any person, or be purchased by, acquire, purchase any person or make investment invest 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 To immediately notify Party A the occurrence or the probable occurrence of any litigation, arbitration or administrative proceeding that may occur in connection with procedure related to the equity of interest owned by it in Party C.C; (e) It will sign To or to cause the authorized representative(s) commissioned by it to vote for approving at shareholders meeting this Agreement and the transfer of the Purchased Equity Interest provided for in the equity transfer agreement entered into pursuant to this Agreement; (f) In order to keep its ownership of the equity interest in Party C, to execute all necessary requisite or appropriate documents, take all necessary requisite or appropriate actions and actions, make all necessary requisite or appropriate claims claims, or defend make requisite or appropriate defences against 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.claims; (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 Upon the request of Party A, including but not limited to signing the necessary documentsA at any time, to assist in registering immediately transfer its equity interest to Party A or Designated Persons, and waive its pre-emptive right to the appointment equity interest transferred from another available shareholder of such senior management personnel in Party C to Party A or the Industrial and Commercial Administrative Department;Designated Persons; and (h) To prudently comply with the extent permitted by laws terms and conditions of China and at the request of Party A, it will immediately and unconditionally transfer to Party A or the Person(s) Designated by Party A all or part of equity of Party C held by Party B at any time, waive the right of first refusal on the equity of other shareholders of Party C transferred to Party A or the Person(s) Designated by Party A, and actively assist in handling all matters related to the transfer, including but not limited to signing the necessary documents and assisting in registering the equity transfer with relevant industrial and commercial administrative department. (i) It will strictly abide by the provisions of the this Agreement and other agreements signed jointly contracts entered into collectively or separately with respectively by Party B, Party C and Party A, practically to duly perform all obligations under such agreementsthese contracts, and not perform without taking or not-taking any act and/or omission which action that may affect the validity and enforceability of such agreements; and (j) It agrees and guarantees that it will sign an irrevocable Power of Attorney to authorize Party A or the Person(s) Designated by Party A to exercise all of its rights as a shareholder of Party C.these contracts.

Undertakings of Party B. ​ Party B hereby undertakes that:undertakes: ​ (a) It will 2.2.1 Without the prior written consent of Party A, it shall not sell, transfer, mortgage or otherwise dispose of any its legal or beneficial right and interest of any ​ interests in the equity at any time from the date of signing of the Agreementheld by it in Party C, or permit allow any other security interests to set up any encumbrance thereon without prior written approval of Party Abe created thereon, except for other than the pledge of equity of Party C held by Party B security interests created in accordance with the Agreement, Party B’s Equity Interest Pledge Agreement.Agreement and Party B’s Power of Attorney; 2.2.2 Procure Party C’s shareholders’ meeting and/or directors (b) It will not approve or executive directors), without the sale, transfer, pledge or otherwise dispose prior written consent of any legal Party A interest or beneficial interest of any equityinterest, 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 mortgage or otherwise dispose disposal of lawful the legal or beneficial interest of interests in any equityequity held by Party B in Party C, or approve to set up allow any other security interest thereon without to be created thereon, other than the security interests created in accordance with the Agreement, Party B’s Equity Pledge Agreement and Party B’s Power of Attorney; ​ 2.2.3 Without Party A’s prior written approval of consent, Party A, except B will procure Party C’s shareholders’ meeting and/or directors (or executive directors) to disapprove 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 C’s merging or sign any decision to approve the merger or combination of Party C combining with any personanyone, or be purchased by, acquire, acquiring or make investment investing 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.anyone; (d) It will immediately 2.2.4 Forthwith notify Party A of any litigation, arbitration or administrative proceeding that may occur in connection with procedure related to the equity held by Party B that has occurred or may occur; 2.2.5 Procure Party C’s shareholders’ meeting or directors (or executive directors) to vote in favor of the transfer of the Purchased Equity specified in the Agreement and to take any other action at the request of Party C.A; (e) It will sign 2.2.6 To maintain its ownership of the equity, execute all necessary or appropriate documents, take all necessary or appropriate actions and make actions, file all necessary or appropriate claims complaints, and conduct necessary or defend appropriate defenses against all claims to maintain claims; ​ 2.2.7 At the ownership of all equity request of Party C. (f) It will not perform A, appoint 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 person designated by Party A as the director and general manager officer 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, including but not limited to signing the necessary documents, to assist in registering the appointment of such senior management personnel in the Industrial and Commercial Administrative DepartmentC; (h) To the extent permitted by laws of China and at the request of Party A, it will immediately and unconditionally transfer to Party A or the Person(s) Designated by Party A all or part of equity of Party C held by 2.2.8 Party B at any time, waive the right of first refusal on the equity of agrees that other shareholders of Party C transferred enter into, with Party A and Party C, the exclusive purchase right agreement, equity pledge agreement and power of attorney similar to the Agreement, Party B’s Equity Pledge Agreement and Party B’s Power of Attorney, and guarantees that it shall not take any action conflicting with any such documents signed and executed by other shareholders. If any other shareholder of Party C transfers its equity in Party C to Party A and/or the Designee according to the exclusive purchase right agreement executed by it, Party B hereby waives its all rights of first refusal (if any); ​ 2.2.9 If Party B obtains any profits, dividends, dividends, or liquidation proceeds from Party C, Party B shall donate them to Party A or the Person(s) Designated ​ anyone designated by Party AA in a timely manner, and actively assist in handling all matters related subject to the transfer, including but not limited to signing the necessary documents and assisting in registering the equity transfer complying with relevant industrial and commercial administrative department.Chinese laws; and (i) It will strictly 2.2.10 Strictly abide by the provisions of the Agreement and other agreements signed executed jointly or separately with by Party B, Party C and Party A, practically earnestly perform all the obligations under such these agreements, and do not perform conduct any act and/or act/omission which may that will affect the validity and enforceability of such these agreements; and (j) It agrees and guarantees that it will sign an irrevocable . If Party B still retains any rights to the equity under the Agreement, Party B’s Equity Pledge Agreement or Party B’s Power of Attorney to authorize Attorney, Party B shall not exercise such rights unless Party A or the Person(s) Designated by Party A to exercise all of its rights as a shareholder of Party C.instructs in writing. ​