Undertakings of the Company and the Existing Shareholders Sample Clauses

Undertakings of the Company and the Existing Shareholders. The Existing Shareholders and the Company hereby severally, but not jointly, undertake as follows: 6.1.1 Without the prior written consent of Solely-owned Company, they will not make supplements, amendments, or modification in any form to the Article of Association or internal rules of the Company, will not increase or decrease the registered capital of the Company, and will not change the registered capital structure of the Company by other means; 6.1.2 They shall prudently and effectively operate the business of the Company and handle the affairs of the Company, and maintain the existence of the Company in accordance with good financial and business standards and practices; 6.1.3 Without the prior written consent of Solely-owned Company, after the execution of this Agreement, they will not, by any means, sell, transfer, pledge, mortgage, or dispose of any assets of the Company (except for assets disposal arising in the routine business operation), or the legal or beneficial interests in the Company’s business or incomes, and will not allow the establishment of any relevant security interests; 6.1.4 Without the prior written consent of Solely-owned Company, the Company will not incur, inherit, guarantee, or undertake any debts except for debts arising in the normal business operation; 6.1.5 They shall maintain the values of the Company’s assets during the normal operation process when operating all of the Company’s business, and shall not take any acts/omission that may affect the business condition or assets values of the Company; 6.1.6 Without the prior written consent of Solely-owned Company, they will not cause the Company to execute any material contract except for those executed during the normal business operation; 6.1.7 Without the prior written consent of Solely-owned Company, they will not cause the Company to provide any loans or facilities to any person or business, except for those provided during the normal business operation; 6.1.8 They shall provide relevant materials about the Company’s business operation and financial conditions at the request of Solely-owned Company; 6.1.9 If requested by Solely-owned Company, they shall purchase and maintain an insurance for the Company’s assets and business from an insurance company meeting the requirements of Solely-owned Company, and the insurance amount and type shall match with those purchased by companies of the same type; 6.1.10 Without the prior written consent of Solely-owned Company, they wil...
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Undertakings of the Company and the Existing Shareholders. 6.1 The Company hereby undertakes that during the term of this Agreement, without the prior written consent of the WFOE, it will not 6.1.1 transfer or otherwise dispose of any equity of the Subsidiaries or create any security interest or third party’s right over the equity of the Subsidiaries; 6.1.2 sell, transfer, pledge or otherwise dispose of the Assets except for normal business activities; 6.1.3 terminate any agreements signed by the Company and the Subsidiaries, or enter into any other agreement conflicting with the existing agreements except for normal business activities; 6.1.4 take any action or behavior (including inaction) to affect the valid existing of the Company and the Subsidiaries, nor take any act that may cause the Company and the Subsidiaries to terminate, liquidate or dissolve; 6.1.5 provide loans to third parties, or provide any guarantee or other forms of security for debts of third parties; 6.1.6 engage in any transaction or behavior that may have Material Adverse Effect on the assets, rights, obligations or operations of the Company or the Subsidiaries, or engage in any behavior or action that may have an adverse effect on the benefits of the WFOE hereunder. The Existing Shareholders hereby undertake that during the term of this Agreement, they shall, by exercising shareholders’ rights and fulfilling shareholders’ obligations, ensure that the Company abides by and fulfills the obligations stipulated in this Article 6.1. 6.2 During the term of this Agreement, the Company and the Existing Shareholders will use their best efforts to develop the Company’s business and ensure the Company’s operation in compliance with laws and regulations, and will not take any act or inaction that may damage the Company’s Assets or goodwill or affect the validity of the Company’s Business Licenses. 6.3 During the term of this Agreement, the Company and the Existing Shareholders will promptly notify the WFOE any circumstance that may have Material Adverse Effect on the existence, business, operation, finance, Assets or goodwill of the Company and the Subsidiaries, and promptly take all measures approved by the WFOE to exclude such circumstances or take other valid remedial measures. 6.4 When the Company is dissolved and liquidated in accordance with the PRC Laws, the Company and the Existing Shareholders shall ensure that the remaining property of the Company (that is, the property remaining after paying liquidation expenses, wages of employees, social ...
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Related to Undertakings of the Company and the Existing Shareholders

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Further Agreements of the Company and the Underwriters (a) The Company agrees: (i) To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Delivery Date except as provided herein; to advise the Representative, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representative with copies thereof; to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal. (ii) To furnish promptly to the Representative and to counsel for the Underwriters a conformed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (iii) To deliver promptly, without charge, to the Representative such number of the following documents as the Representative shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Securities or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representative and to file such document and, upon their request, to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representative may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance. (iv) To file promptly with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission. (v) Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and consult in good faith with the Representative to the filing. (vi) Not to make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. (vii) To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representative and to file such document and, upon their request, to prepare and furnish without charge to each Underwriter as many copies as the Representative may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (viii) To make generally available to the Company’s security holders and to the Representative as soon as practicable but no later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including but not limited to Rule 158 under the Securities Act). For the purpose of the preceding sentence, “Availability Date” means the 60th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 120th day after the end of such fourth fiscal quarter.

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

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