Common use of Undertakings of the Company Clause in Contracts

Undertakings of the Company. 7.1 The Company hereby irrevocably undertakes that (a) If the execution and performance of this Agreement and the grant of the Equity Transfer Option, the Asset Purchase Option or the Capital Increase Option hereunder are subject to any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority, it will use its best effort to assist to meet the above conditions. (b) Without prior written consent of the WFOE, it will not assist or permit the Existing Shareholders to transfer or otherwise dispose of any Option Equity or create any security interest or other third party’s right over the Option Equity. (c) Without prior written consent of the WFOE, it will not transfer or otherwise dispose of any material Assets (except for the disposal occurred in the ordinary course of business) or create any security interest or other third party’s right over the Assets. (d) It will not take or permit any action or behavior that may have adverse effect on the WFOE’s interest hereunder, including but not limited to any action or behavior subject to Article 6.1. (e) It will immediately, without any delay, notify the WFOE of any circumstance that the Option Equity held by any Existing Shareholder may be transferred to any third party other than the WFOE and/or its designated entity and/or individual due to any applicable law, the decision or award of any court or arbitrator, or any other reasons, once it knows or should have known such circumstance. 7.2 Once the WFOE issues the Exercise Notice, (a) The Company shall procure the Existing Shareholders to agree, through shareholders’ resolution or taking of other necessary actions, to the transfer of the whole Transfer Assets from the Company to the WFOE and/or its designated entity and/or individual at the Transfer Price, or to the reduction of capital of the Company, and to allow the WFOE and/or its designated entity and/or individual to subscribe for the whole Capital Increase Equity at the Capital Increase Price, as the case may be; (b) with respect to the Asset Purchase Option, the Company will immediately sign the asset transfer agreement with the WFOE and/or its designated entity and/or individual, transfer the whole Transfer Assets to the WFOE and/or its designated entity and/or individual at the Transfer Price, and provide necessary support to the WFOE (including providing and executing all related legal documents, performing all government approvals and registration formalities, and assuming all relevant obligations) according to the request of the WFOE and the laws and regulations, so that the WFOE and/or its designated entity and/or individual will obtain the whole Transfer Assets and no legal defect, security interest, third party’s right or other restriction will exist over the Transfer Assets. (c) with respect to the Capital Increase Option, the Company will immediately sign the capital reduction agreement with the Existing Shareholders in the form and substance satisfactory to the WFOE and the amended and restated articles of association (amendment to the articles of association of the Company), and the Company will go through, and the Existing Shareholders shall procure the Company to go through, the capital reduction formalities (including but not limited to notifying the creditors, making announcement on the capital reduction, signing all related legal documents, performing all government approval and registration formalities, and assuming all related obligations), so that the Company will successfully complete the capital reduction and the WFOE and/or its designated entity and/or individual will successfully complete the subscription of the Capital Increase Equity.

Appears in 6 contracts

Samples: Exclusive Option Agreement (Xpeng Inc.), Exclusive Option Agreement (Xpeng Inc.), Exclusive Option Agreement (Xpeng Inc.)

AutoNDA by SimpleDocs

Undertakings of the Company. 7.1 The Company hereby irrevocably undertakes that: 7.1.1 if any consent, permit, waiver or authorization by any third party, or any approval, permit or exemption by any government authority, or any registration or filing formalities (aif required by law) If with any government authority needs to be obtained or handled with respect to the execution and performance of this Agreement and the grant of the Equity Transfer Option, the Option or Asset Purchase Option or hereunder, the Capital Increase Option hereunder are subject to any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority, it will use its best effort Company shall endeavor to assist to meet in satisfying the above conditions. (b) Without 7.1.2 without the WFOE’s prior written consent of consent, the WFOE, it will Company shall not assist or permit the Existing Shareholders to transfer or otherwise dispose of any Option Equity or create any real right for security interest or other third party’s right over the party rights on any Option Equity. (c) Without 7.1.3 without the WFOE’s prior written consent of consent, the WFOE, it will Company shall not transfer or otherwise dispose of any material Company Assets (except for the disposal occurred in the ordinary course of businessexcluding those incurred during normal operation) or create any real right for security interest or other third party’s right over the party rights on any Company Assets. (d) It will 7.1.4 the Company shall not take do or permit any behavior or action or behavior that may have adverse effect on adversely affect the WFOE’s interest hereunderinterests of the WFOE under this Agreement, including but not limited to any behavior or action or behavior that is subject to Article 6.1. (e) It will immediately, without any delay, notify the WFOE of any circumstance that the Option Equity held by any Existing Shareholder may be transferred to any third party other than the WFOE and/or its designated entity and/or individual due to any applicable law, the decision or award of any court or arbitrator, or any other reasons, once it knows or should have known such circumstance. 7.2 Once the WFOE issues gives the Exercise Notice,: (a) The Company 7.2.1 it shall procure promptly cause the Existing Shareholders to agree, through convene a shareholders’ resolution or taking of meeting, pass shareholders’ resolutions and take all other necessary actions, actions to the transfer of the whole Transfer Assets from approve the Company to transfer all the Transferred Assets at the Transfer Price to the WFOE and/or its any other entity or individual designated entity and/or individual at by the Transfer Price, or to the reduction of capital of the Company, and to allow the WFOE and/or its designated entity and/or individual to subscribe for the whole Capital Increase Equity at the Capital Increase Price, as the case may beWFOE; (b) with respect to the Asset Purchase Option, the Company will immediately sign the 7.2.2 it shall promptly enter into an asset transfer agreement with the WFOE and/or its any other equity or individual designated entity and/or individual, by the WFOE to transfer all the whole Transferred Assets at the Transfer Assets Price to the WFOE and/or its any other entity or individual designated entity and/or individual at by the Transfer PriceWFOE, and cause the shareholders to provide necessary support to the WFOE (including providing provision and executing execution of all related relevant legal documents, performing performance of all government approvals approval and registration formalities, resignation procedures and assuming assumption of all relevant obligations) according to in accordance with the request of the WFOE WFOE’s requirements and the laws and regulations, regulations so that the WFOE and/or its any other entity or individual designated entity and/or individual will obtain by the whole Transfer Assets WFOE may acquire all the Transferred Assets, free from and no clear of any legal defect, any real right for security interest, or third party’s right party restriction on the Transferred Assets or any other restriction will exist over restrictions on the Transfer Company Assets. (c) with respect to the Capital Increase Option, the Company will immediately sign the capital reduction agreement with the Existing Shareholders in the form and substance satisfactory to the WFOE and the amended and restated articles of association (amendment to the articles of association of the Company), and the Company will go through, and the Existing Shareholders shall procure the Company to go through, the capital reduction formalities (including but not limited to notifying the creditors, making announcement on the capital reduction, signing all related legal documents, performing all government approval and registration formalities, and assuming all related obligations), so that the Company will successfully complete the capital reduction and the WFOE and/or its designated entity and/or individual will successfully complete the subscription of the Capital Increase Equity.

Appears in 3 contracts

Samples: Exclusive Option Agreement (Viomi Technology Co., LTD), Exclusive Option Agreement (Viomi Technology Co., LTD), Exclusive Option Agreement (Viomi Technology Co., LTD)

Undertakings of the Company. 7.1 The Company hereby irrevocably undertakes that, and the Shareholders shall undertakes to cause the Company to carry out that, (a) If Without the written consent of the Purchase Right Owner or otherwise permitted by this Contract, the Company will not, at any time commencing from the execution date hereof, assist anybody in handling the sale, transfer or other disposal of any legitimate or beneficial rights and performance of this Agreement and the grant interests of the Equity Transfer OptionCompany’s assets, or allow anybody to set any encumbrance to the Asset Purchase Option legitimate or beneficial rights and interests of the Capital Increase Option hereunder are subject to any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority, it will use its best effort to assist to meet the above conditions.Company’s assets; (b) Without the prior written consent of the WFOEPurchase Right Owner, it the Company will not assist not, at any time commencing from the execution date hereof, increase or permit decrease the Existing Shareholders to transfer registered capital, or otherwise dispose change the structure of any Option Equity or create any security interest or other third party’s right over the Option Equity.registered capital; (c) The Company will manage the corporate business in a cautious way, so as to maintain the value of the assets and equity; (d) In order to maintain the asset ownership and validate this Contract and the transactions under this Contract, the Company will execute all the necessary or appropriate documents, take all the necessary or appropriate actions and institute all the necessary or appropriate proceedings or make all the necessary or appropriate defenses; (e) Without the prior written consent of the WFOE, it will not transfer or otherwise dispose of any material Assets (except for the disposal occurred in the ordinary course of business) or create any security interest or other third party’s right over the Assets. (d) It will not take or permit any action or behavior that may have adverse effect on the WFOE’s interest hereunder, including but not limited to any action or behavior subject to Article 6.1. (e) It will immediately, without any delay, notify the WFOE of any circumstance that the Option Equity held by any Existing Shareholder may be transferred to any third party other than the WFOE and/or its designated entity and/or individual due to any applicable law, the decision or award of any court or arbitrator, or any other reasons, once it knows or should have known such circumstance. 7.2 Once the WFOE issues the Exercise Notice, (a) The Company shall procure the Existing Shareholders to agree, through shareholders’ resolution or taking of other necessary actions, to the transfer of the whole Transfer Assets from the Company to the WFOE and/or its designated entity and/or individual at the Transfer Price, or to the reduction of capital of the Company, and to allow the WFOE and/or its designated entity and/or individual to subscribe for the whole Capital Increase Equity at the Capital Increase Price, as the case may be; (b) with respect to the Asset Purchase OptionRight Owner, the Company will immediately sign the asset transfer agreement with the WFOE and/or its designated entity and/or individualnot in any way make any supplement, transfer the whole Transfer Assets change or modification to the WFOE and/or its designated entity and/or individual at the Transfer Price, and provide necessary support to the WFOE (including providing and executing all related legal documents, performing all government approvals and registration formalities, and assuming all relevant obligations) according to the request articles of the WFOE and the laws and regulations, so that the WFOE and/or its designated entity and/or individual will obtain the whole Transfer Assets and no legal defect, security interest, third party’s right or other restriction will exist over the Transfer Assets.association; (cf) with With respect to the Capital Increase Optionequity under this Contract, the Company will immediately sign the capital reduction agreement with the Existing Shareholders in the form and substance satisfactory transfer to the WFOE Equity Purchaser all the documents as necessary for the execution of purchased equity and take all the amended necessary actions; (g) The Company will maintain its existence in light of the good financial and restated articles commercial standards and practices, and cautiously and effectively manage its business and handle the relevant affairs; (h) The Company will not create, bear, guarantee or permit the existence of association any debt, provided that (amendment i) the debt which is created by the normal or daily business instead of by any borrowing; and (ii) the debt which has been disclosed to the articles of association Purchase Right Owner and has been approved by the Purchase Right Owner in writing are excluded; (i) Without the prior written consent of the Purchase Right Owner, the Company will not supply any loan or credit to anybody; (j) The Company will, in light of the requirements as raised by the Purchase Right Owner from time to time, supply to the Purchase Right Owner all the materials relating to the Company)’s operation and financial status; (k) The Company will keep buying insurance from the insurance company as accepted by the Purchase Right Owner, and the Company will go throughinsurance premium and type shall be the same as the insurance premium and type of the companies in the same region which manage the similar business and own the similar property or assets; (l) Without the prior written consent of the Purchase Right Owner, and the Existing Shareholders shall procure the Company to go through, the capital reduction formalities (including but not limited to notifying the creditors, making announcement on the capital reduction, signing all related legal documents, performing all government approval and registration formalities, and assuming all related obligations), so that the Company will successfully complete not merge or consolidate with anyone else. (m) Without the capital reduction and the WFOE and/or its designated entity and/or individual will successfully complete the subscription prior written consent of the Capital Increase EquityPurchase Right Owner, the Company will not acquire anyone else or invest in anyone else; (n) Without the prior written consent of the Purchase Right Owner, the Company will not execute any major contract (i.e. a contract with the sum of more than XXX 0 xxxxxxx Xxxx); (o) Without the prior written consent of the Purchase Right Owner, the Company will not in any way announce or distribute any dividend to the Shareholders; (p) Without the prior written requirement or consent of the Purchase Right Owner, the Company will not appoint or replace any senior officer; (q) In case of any actual or threatened litigation, arbitration, administrative procedures or governmental investigation or act which may affect the assets、business or income of the registered capital or the company, the Company will forthwith notify the Purchase Right Owner thereof, and without the consent of the Purchase Right Owner, the Company may not pursue a reconciliation; (r) Upon the requirement of the Purchase Right Owner, the Company will at any time give the pledge or mortgage as set on the assets to the Purchase Right Owner, and will, for the validity of such pledge or mortgage, execute all the necessary or appropriate documents, make all the necessary or appropriate registrations, and take all the necessary or appropriate actions; and (s) The Company will strictly perform its obligations under each contract as executed thereby with the Purchase Right Owner.

Appears in 1 contract

Samples: Exclusive Option Agreement (China Techfaith Wireless Communication Technology LTD)

Undertakings of the Company. 7.1 6.1 The Company hereby irrevocably shall make all appropriate disclosures pursuant to, and will comply in all respects with all applicable laws, regulations and directions (including without limitation the Listing Rules, the Takeovers Code and the SFO) and all requirements of the Stock Exchange, the SFC or any other applicable regulatory body in connection with the Placing. 6.2 The Company shall, as soon as reasonably practicable, provide the Joint Placing Agents upon request, with all such information known to it or which on reasonable enquiry ought to be known to it relating to the Company and/or any other member of the Group or otherwise as may be reasonably required by the Joint Placing Agents in connection with the Placing for the purpose of complying with any applicable law, regulation or direction (including the establishment of any defence to any action under any of the same, whether relating to due diligence or otherwise) or any requirement of the Stock Exchange, the SFC or any other applicable regulatory body. In addition, the Company undertakes thatand agrees that up to the Closing Date it will forthwith notify the Joint Placing Agents of any change affecting, or if at any time anything has occurred which would or would be likely to render untrue, inaccurate, misleading or breached in any respect, any of the representations, warranties and undertakings referred to in Clause 8. (a) If 6.3 The Company shall procure that particulars of every significant new factor known to it which is capable of materially and adversely affecting the execution Placing and performance which arises between the date hereof and the Closing Date shall be promptly provided to the Joint Placing Agents. 6.4 Without prejudice to the foregoing obligations, the Company undertakes with each of the Joint Placing Agents that it shall do all such other acts and things as may be reasonably required to be done by it to carry into effect the Placing in accordance with the terms of this Agreement. 6.5 The Company undertakes to each of the Joint Placing Agents that for a period commencing on the date of this Agreement and ending on the grant date falling on 90 days after the Closing Date (inclusive), the Company will not, except for the issue of the Equity Transfer Option, Placing Shares and save pursuant to (1) the Asset Purchase Option terms of any employee share option scheme of the Company or any other scheme that has been publicly announced or disclosed by the Capital Increase Option hereunder are subject Company as of the date of this Agreement; (2) bonus or scrip dividend or similar arrangements which provide for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with its articles of association; (3) the issue of Shares to Datang pursuant to any consentexercise of pre-emptive rights by Datang under the Share Purchase Agreement dated 6 November 2008 entered into between the Company and Datang and the issue of further Shares as further described in the Announcements and (4) any issue of Shares and/or warrants to TSMC pursuant to (a) any exercise by TSMC of its pre-emptive rights under the Share and Warrant Issuance Agreement dated 9 November 2009 between the Company and TSMC (the “TSMC Share and Warrant Agreement”), permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority, it will use its best effort to assist to meet the above conditions. (b) Without prior any exercise by TSMC of, and pursuant to the adjustment provisions under, the warrant to be issued by the Company pursuant to the Warrant Agreement dated 5 July 2010 between the Company and TSMC, (c) the offering, allotment or issue of any Shares and/or warrants pursuant to any request of TSMC as an alternative transaction under the TSMC Share and Warrant Agreement and (d) the TSMC Share and Warrant Agreement as contemplated under the section entitled “Closing” thereunder: 6.5.1 allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Share(s) or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to Shares or interest in Shares; or 6.5.2 agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in Clause 6.5.1 above; or 6.5.3 announce any intention to enter into or effect any such transaction described in Clauses 6.5.1 or 6.5.2 above, without first having obtained the written consent of the WFOE, it will Joint Placing Agents (such consent not assist to be unreasonably withheld or permit the Existing Shareholders to transfer or otherwise dispose of any Option Equity or create any security interest or other third party’s right over the Option Equitydelayed). (c) Without prior written consent of the WFOE, it will not transfer or otherwise dispose of any material Assets (except for the disposal occurred in the ordinary course of business) or create any security interest or other third party’s right over the Assets. (d) It will not take or permit any action or behavior that may have adverse effect on the WFOE’s interest hereunder, including but not limited to any action or behavior subject to Article 6.1. (e) It will immediately, without any delay, notify the WFOE of any circumstance that the Option Equity held by any Existing Shareholder may be transferred to any third party other than the WFOE and/or its designated entity and/or individual due to any applicable law, the decision or award of any court or arbitrator, or any other reasons, once it knows or should have known such circumstance. 7.2 Once the WFOE issues the Exercise Notice, (a) The Company shall procure the Existing Shareholders to agree, through shareholders’ resolution or taking of other necessary actions, to the transfer of the whole Transfer Assets from the Company to the WFOE and/or its designated entity and/or individual at the Transfer Price, or to the reduction of capital of the Company, and to allow the WFOE and/or its designated entity and/or individual to subscribe for the whole Capital Increase Equity at the Capital Increase Price, as the case may be; (b) with respect to the Asset Purchase Option, the Company will immediately sign the asset transfer agreement with the WFOE and/or its designated entity and/or individual, transfer the whole Transfer Assets to the WFOE and/or its designated entity and/or individual at the Transfer Price, and provide necessary support to the WFOE (including providing and executing all related legal documents, performing all government approvals and registration formalities, and assuming all relevant obligations) according to the request of the WFOE and the laws and regulations, so that the WFOE and/or its designated entity and/or individual will obtain the whole Transfer Assets and no legal defect, security interest, third party’s right or other restriction will exist over the Transfer Assets. (c) with respect to the Capital Increase Option, the Company will immediately sign the capital reduction agreement with the Existing Shareholders in the form and substance satisfactory to the WFOE and the amended and restated articles of association (amendment to the articles of association of the Company), and the Company will go through, and the Existing Shareholders shall procure the Company to go through, the capital reduction formalities (including but not limited to notifying the creditors, making announcement on the capital reduction, signing all related legal documents, performing all government approval and registration formalities, and assuming all related obligations), so that the Company will successfully complete the capital reduction and the WFOE and/or its designated entity and/or individual will successfully complete the subscription of the Capital Increase Equity.

Appears in 1 contract

Samples: Placing Agreement (Semiconductor Manufacturing International Corp)

AutoNDA by SimpleDocs

Undertakings of the Company. 7.1 The Company hereby irrevocably undertakes that (a) If the execution and performance of this Agreement and the grant of the Equity Transfer Option, the Asset Purchase Option or the Capital Increase Option hereunder are subject to any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority, it will use its best effort to assist to meet the above conditions. (b) Without prior written consent of the WFOE, it will not assist or permit the Existing Shareholders Shareholder to transfer or otherwise dispose of any Option Equity or create any security interest or other third party’s right over the Option Equity. (c) Without prior written consent of the WFOE, it will not transfer or otherwise dispose of any material Assets (except for the disposal occurred in the ordinary course of business) or create any security interest or other third party’s right over the Assets. (d) It will not take or permit any action or behavior that may have adverse effect on the WFOE’s interest hereunder, including but not limited to any action or behavior subject to Article 6.1. (e) It will immediately, without any delay, notify the WFOE of any circumstance that the Option Equity held by any Existing Shareholder may be transferred to any third party other than the WFOE and/or its designated entity and/or individual due to any applicable law, the decision or award of any court or arbitrator, or any other reasons, once it knows or should have known such circumstance. 7.2 Once the WFOE issues the Exercise Notice, (a) The Company shall procure the Existing Shareholders Shareholder to agree, through shareholders’ resolution or taking of other necessary actions, to the transfer of the whole Transfer Assets from the Company to the WFOE and/or its designated entity and/or individual at the Transfer Price, or to the reduction of capital of the Company, and to allow the WFOE and/or its designated entity and/or individual to subscribe for the whole Capital Increase Equity at the Capital Increase Price, as the case may be; (b) with respect to the Asset Purchase Option, the Company will immediately sign the asset transfer agreement with the WFOE and/or its designated entity and/or individual, transfer the whole Transfer Assets to the WFOE and/or its designated entity and/or individual at the Transfer Price, and provide necessary support to the WFOE (including providing and executing all related legal documents, performing all government approvals and registration formalities, and assuming all relevant obligations) according to the request of the WFOE and the laws and regulations, so that the WFOE and/or its designated entity and/or individual will obtain the whole Transfer Assets and no legal defect, security interest, third party’s right or other restriction will exist over the Transfer Assets. (c) with respect to the Capital Increase Option, the Company will immediately sign the capital reduction agreement with the Existing Shareholders Shareholder in the form and substance satisfactory to the WFOE and the amended and restated articles of association (amendment to the articles of association of the Company), and the Company will go through, and the Existing Shareholders Shareholder shall procure the Company to go through, the capital reduction formalities (including but not limited to notifying the creditors, making announcement on the capital reduction, signing all related legal documents, performing all government approval and registration formalities, and assuming all related obligations), so that the Company will successfully complete the capital reduction and the WFOE and/or its designated entity and/or individual will successfully complete the subscription of the Capital Increase Equity.

Appears in 1 contract

Samples: Exclusive Option Agreement (Xpeng Inc.)

Undertakings of the Company. 7.1 The Company hereby irrevocably undertakes that (a) If the execution and performance of this Agreement and the grant of the Equity Transfer Option, the Asset Purchase Option or the Capital Increase Option hereunder are subject to any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority, it will use its best effort to assist to meet the above conditions. (b) Without prior written consent of the WFOEXiaopeng Auto, it will not assist or permit the Existing Shareholders to transfer or otherwise dispose of any Option Equity or create any security interest or other third party’s right over the Option Equity. (c) Without prior written consent of the WFOEXiaopeng Auto, it will not transfer or otherwise dispose of any material Assets (except for the disposal occurred in the ordinary course of business) or create any security interest or other third party’s right over the Assets. (d) It will not take or permit any action or behavior that may have adverse effect on the WFOEXxxxxxxx Auto’s interest hereunder, including but not limited to any action or behavior subject to Article 6.1. (e) It will immediately, without any delay, notify the WFOE Xiaopeng Auto of any circumstance that the Option Equity held directly or indirectly by any Existing Shareholder may be transferred to any third party other than the WFOE Xiaopeng Auto and/or its designated entity and/or individual due to any applicable law, the decision or award of any court or arbitrator, or any other reasons, once it knows or should have known such circumstance. 7.2 Once the WFOE Xiaopeng Auto issues the Exercise Notice, (a) The Company shall procure the Existing Shareholders to agree, through shareholders’ resolution or taking of other necessary actions, to the transfer of the whole Transfer Assets from the Company to the WFOE Xiaopeng Auto and/or its designated entity and/or individual at the Transfer Price, or to the reduction of capital of the Company, and to allow the WFOE Xiaopeng Auto and/or its designated entity and/or individual to subscribe for the whole Capital Increase Equity at the Capital Increase Price, as the case may be; (b) with respect to the Asset Purchase Option, the Company will immediately sign the asset transfer agreement with the WFOE Xiaopeng Auto and/or its designated entity and/or individual, transfer the whole Transfer Assets to the WFOE Xiaopeng Auto and/or its designated entity and/or individual at the Transfer Price, and provide necessary support to the WFOE Xiaopeng Auto (including providing and executing all related legal documents, performing all government approvals and registration formalities, and assuming all relevant obligations) according to the request of the WFOE Xiaopeng Auto and the laws and regulations, so that the WFOE Xiaopeng Auto and/or its designated entity and/or individual will obtain the whole Transfer Assets and no legal defect, security interest, third party’s right or other restriction will exist over the Transfer Assets. (c) with respect to the Capital Increase Option, the Company will immediately sign the capital reduction agreement with the Existing Shareholders in the form and substance satisfactory to the WFOE Xiaopeng Auto and the amended and restated articles of association (amendment to the articles of association of the Company), and the Company will go through, and the Existing Shareholders shall procure the Company to go through, the capital reduction formalities (including but not limited to notifying the creditors, making announcement on the capital reduction, signing all related legal documents, performing all government approval and registration formalities, and assuming all related obligations), so that the Company will successfully complete the capital reduction and the WFOE Xiaopeng Auto and/or its designated entity and/or individual will successfully complete the subscription of the Capital Increase Equity.

Appears in 1 contract

Samples: Exclusive Option Agreement (Xpeng Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!