Undertakings of the Existing Shareholders Sample Clauses

Undertakings of the Existing Shareholders. Each 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 no Existing Shareholder may 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 of the Company; 6.2.3 he may not, or cause the management of the Company to, dispose of any of the Company Assets (except for those occurring in the ordinary course of business); 6.2.4 he may not, or cause the management of the Company to, terminate any Material Agreements entered into by the Company or enter into any other 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 Shareholders; 6.2.6 he may not cause or agree the Company to declare to distribute or actually distribute any distributable profit, bonus or dividend; 6.2.7 he shall ensure the valid existence 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 Each 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.
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Undertakings of the Existing Shareholders. The Existing Shareholders hereby undertake that they will: 6.1 Within the term of this Agreement, take all necessary actions to ensure that GDS Shanghai 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 Shareholders 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 Shareholders shall not increase or decrease Registered Capital of GDS Shanghai; 6.2.3 The Existing Shareholders shall not dispose of or cause the management of GDS Shanghai to dispose of any of the Assets of GDS Shanghai (except in the ordinary course of business); 6.2.4 The Existing Shareholders shall not terminate or cause the management of GDS Shanghai to terminate the Principal Agreements or enter into any contract in conflict with the Principal Agreements; 6.2.5 The Existing Shareholders shall not appoint or dismiss any of the directors, supervisors or other management personnel of GDS Shanghai that shall be appointed and dismissed by the Existing Shareholders; 6.2.6 The Existing Shareholders shall not declare distribution or actual payout of any distributable profits, interests, or dividends; 6.2.7 The Existing Shareholders shall ensure the continuous existence of GDS Shanghai and that GDS Shanghai will not be terminated, liquidated or dissolved; 6.2.8 The Existing Shareholders shall not modify the Articles of Association of GDS Shanghai; and 6.2.9 The Existing Shareholders shall ensure that GDS Shanghai 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 GDS Shanghai’s business and to ensure the legal operation of GDS Shanghai, without any action or nonfeasance that might damages to the Assets of GDS Shanghai, its reputation, or the effectiveness of its Certificates.
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Undertakings of the Existing Shareholders. 7.1 The Existing Shareholders hereby undertake that 7.1.1 They will appoint and remove the directors and supervisors of the Company as instructed by the WFOE and/or by the WFOE’s designated entity or individual if the PRC Laws do not allow the WFOE to make instructions, and ensure or cause the Company to appoint and remove senior management personnel and key technical personnel as instructed by the WFOE; 7.1.2 Without the prior written consent of the WFOE, they shall not procure the Company to declare or distribute any distributable profit, bonus or dividend; 7.1.3 Without the prior written consent of the WFOE, they will not put forward any shareholders’ proposal to supplement, modify or revise the articles of association of the Company, nor will they vote in favor of such proposal at the shareholders’ meeting; 7.1.4 Without the prior written consent of the WFOE, they will not put forward any shareholders’ proposal to increase or decrease the Registered Capital, nor will they vote in favor of such proposal at the shareholders’ meeting; 7.1.5 Without the prior written consent of the WFOE, they will not put forward any shareholders’ proposal that the Company merges or associates with any other entity, or acquires or is acquired by any other entity, or invests in any other entity, nor will they vote in favor of such proposal at the shareholders’ meeting. 7.1.6 In order to maintain their title to the Option Equity, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and lodge all necessary or appropriate complaints or make necessary and appropriate defenses for all claims; 7.1.7 Without the prior written consent of the WFOE, except for the rights and interests stipulated in the Equity Pledge Agreement and the Proxy Agreement the Parties signed separately, any Option Equity shall not be transferred or disposed of in any other way, nor shall any security interest or any other third party’s rights be set on any Option Equity. 7.2 Once the WFOE issues the Exercise Notice, 7.2.1 The Company shall immediately convene the shareholders’ meeting and/or the board meeting by itself according to the articles of association, or procure the relevant authorities or personnel to convene shareholders’ meeting and/or the board meeting and to agree, through shareholders’ resolution and/or board resolution or taking of other necessary actions, to the transfer of the whole Transfer Equity and Transfer Assets from the Existing Sharehold...
Sample 1
Undertakings of the Existing Shareholders. The Existing Shareholders hereby irrevocably undertake as follows: 6.1 During the term of this Agreement, without the prior written consent of Xiaopeng Auto, 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 Shareholders; (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 Xiaopeng Auto 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 Xxxxxxxx Auto to exclude such circumstances or take other valid remedial measures.
Sample 1

Related to Undertakings of the Existing Shareholders

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Other Business Activities of the Note Holders Each Note Holder acknowledges that each other Note Holder or its Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

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

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Other Business Activities of the Holders Each Holder acknowledges that the other Holders may make loans or otherwise extend credit to, and generally engage in any kind of business with, any Borrower Party Affiliate, and receive payments on such other loans or extensions of credit to any Borrower Party Affiliate and otherwise act with respect thereto freely and without accountability, but only if none of the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

  • Obligations to or by Stockholders Except as disclosed in the Parent SEC Documents, the Parent has no Liability or obligation or commitment to any stockholder of Parent or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any stockholder of Parent, nor does any stockholder of Parent or any such Affiliate or associate have any Liability, obligation or commitment to the Parent.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

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