Undertakings of the Existing Shareholder. The Existing Shareholder hereby undertakes that he/she will:
6.1 Within the term of this Agreement, take all necessary actions to ensure that Shanghai Xinwan obtain all Certificates for its business operation in a timely manner and maintain the continue effectiveness of the certificates at all times;
6.2 During the term of the Agreement, without prior written consent by WFOE:
6.2.1 The Existing Shareholder shall not transfer or dispose of in any other means any Option Stock or create any security interests or third party rights on the Option Stock;
6.2.2 The Existing Shareholder shall not increase or decrease Registered Capital of Shanghai Xinwan;
6.2.3 The Existing Shareholder shall not dispose of or cause the management of Shanghai Xinwan to dispose of any of the Assets of Shanghai Xinwan (except in the ordinary course of business);
6.2.4 The Existing Shareholder shall not terminate or cause the management of Shanghai Xinwan to terminate the Principal Agreements or enter into any contract in conflict with the Principal Agreements;
6.2.5 The Existing Shareholder shall not appoint or dismiss any of the directors, supervisors or other management personnel of Shanghai Xinwan that shall be appointed and dismissed by the Existing Shareholder;
6.2.6 The Existing Shareholder shall not declare distribution or actual payout of any distributable profits, interests, or dividends;
6.2.7 The Existing Shareholder shall ensure the continuous existence of Shanghai Xinwan and that Shanghai Xinwan will not be terminated, liquidated or dissolved;
6.2.8 The Existing Shareholder shall not modify the articles of association of Shanghai Xinwan; and
6.2.9 The Existing Shareholder shall ensure that Shanghai Xinwan do not lend or borrow any loan, or provide guarantee or provide securities in other means, or assume any material liabilities for those other than arising from the ordinary business operations;
6.3 During the term of this Agreement, use its best endeavor to promote Shanghai Xinwan’s business and to ensure the legal operation of Shanghai Xinwan, without any action or nonfeasance that might damages to the assets of Shanghai Xinwan, its reputation, or the effectiveness of its Certificates.
Undertakings of the Existing Shareholder. The Existing Shareholder hereby irrevocably undertake as follows:
6.1 During the term of this Agreement, without the prior written consent of the WFOE, they will not:
(a) transfer or otherwise dispose of any Option Equity or create any security interest or other third party’s right over the Option Equity;
(b) increase or reduce the Registered Capital, or procure the Company to merge with other entity;
(c) dispose of, or procure the management of the Company to dispose of, any material Assets (except for those occurred in the ordinary course of business);
(d) terminate, or procure the management of the Company to terminate, any Material Agreements signed by the Company, or enter into any other agreement conflicting with the existing Material Agreements;
(e) appoint, remove or replace any of the Company’s directors, supervisors or other officers to be appointed and removed by the Existing Shareholder;
(f) procure the Company to declare or distribute any distributable profit, bonus or dividend;
(g) take any action or behavior (including inaction) to affect the valid existence of the Company, nor take any act that may cause the Company to terminate, liquidate or dissolve;
(h) amend the Company’s articles of association; or
(i) take any action or behavior (including inaction) to have the Company provide or borrow any loan, or provide any guarantee or other forms of security, or assume any material obligation outside of the ordinary course of business.
6.2 During the term of this Agreement, they 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, they 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 promptly take all measures approved by the WFOE to exclude such circumstances or take other valid remedial measures.
6.4 Once the WFOE issues the Exercise Notice, the Existing Shareholder will:
(a) immediately agree, through shareholder’s resolution or other necessary actions, to the transfer the whole Transfer Equity or Transfer Assets from the Existing Shareholder or the Company to the WFOE and/or its designated entity and/or individual at the Transfer Price, or to the reduction...
Undertakings of the Existing Shareholder. The Existing Shareholder hereby undertakes as follows:
6.1 He shall take all necessary measures within the term of this Agreement to ensure that the Company is able to obtain all Business Permits necessary for its business and the validity of all such Business Permits at any time.
6.2 Within the term of this Agreement, without the prior written consent by the WFOE:
6.2.1 the Existing Shareholder may not transfer or otherwise dispose of, or create any encumbrance or other third party rights on, any Option Equity;
6.2.2 he may not increase or decrease the registered capital in the Company;
6.2.3 he may not, or cause the management and/or the board of directors of the Company to, dispose of any of the Company Assets (except for those occur in the ordinary course of business);
6.2.4 he may not, or cause the management and/or the board of directors of the Company to, terminate any Material Agreements entered into by the Company or enter into any other Material Agreements in conflict with the existing Material Agreements;
6.2.5 he may not appoint or dismiss any director, supervisor or any other management members of the Company who should be appointed or dismissed by the Existing Shareholder;
6.2.6 he may not cause or agree the Company to declare or distribute any distributable profit, bonus or dividend;
6.2.7 he shall ensure the valid existing of the Company and prevent it from being terminated, liquidated or dissolved;
6.2.8 he may not cause or agree the Company to amend the Articles of Association of the Company; and
6.2.9 he shall ensure that the Company shall not lend or borrow any loan, or provide guarantee or other forms of security arrangements, or undertake any material obligations other than in the ordinary course of business.
6.3 The Existing Shareholder shall use his best efforts within the term of this Agreement to develop the business of the Company, and ensure its operations are in compliance with laws and regulations, and he will not be engaged in any actions or omissions which may harm the Assets or the goodwill of the Company or affect the validity of its Business Permits.
Undertakings of the Existing Shareholder. The Existing Shareholder undertake that:
(a) without the prior written consent of the Sole Corporation, the Existing Shareholder will not supplement, change or modify the articles of association and constitutional documents of the Domestically-funded Company in any form, increase or decrease the registered capital of Domestically-funded Company, or otherwise change the structure of the registered capital of the Domestically-funded Company;
(b) without the prior written consent of the Sole Corporation, the Existing Shareholder will not sell, transfer, mortgage or otherwise dispose of the ownership or beneficial interests of and in any of their equities or allow the creation of any other security interest thereon at any time from the date of signing this Agreement, except for the pledge created on the equities of the Domestically-funded Company according to the Equity Interest Pledge Agreement;
(c) without the prior written consent of the Sole Corporation, the Existing Shareholder will not approve any merger or association of the Domestically-funded Company with any person, or any acquisition or investment of or in any person by the Domestically-funded Company;
(d) the Existing Shareholder will promptly notify the Sole Corporation of any litigation, arbitration or administrative proceedings that occur or may occur regarding the equities they own;
(e) the Existing Shareholder will cause the shareholders’ meeting of the Domestically-funded Company to vote to approve the transfer of the Target Equity stipulated in this Agreement;
(f) the Existing Shareholder will sign all necessary or appropriate documents, actively take all necessary or appropriate actions and/or make all necessary or appropriate charges or make necessary and appropriate defense against all claims to maintain their ownership of the Target Equity;
(g) at the request of the Sole Corporation, the Existing Shareholder will appoint the persons designated or approved by the Sole Corporation as directors of the Domestically-funded Company;
(h) upon the request of the Sole Corporation at any time, each Existing Shareholder shall unconditionally and immediately transfer its equities to the Sole Corporation or its designated representative at any time, and waiver its preemptive right to the transfer of the above equities by another Existing Shareholder;
(i) the Existing Shareholder will strictly abide by the provisions of this Agreement and other contracts jointly or separately signed by the Sole Corpor...
