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.
Appears in 4 contracts
Samples: Exclusive Call Option Agreement, Exclusive Call Option Agreement (Tudou Holdings LTD), Exclusive Call Option Agreement (Tudou Holdings LTD)
Undertakings of the Existing Shareholders. Each The Existing Shareholder Shareholders hereby undertakes irrevocably undertake 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 During the term of this Agreement, without the prior written consent by of the WFOE, they will not:
6.2.1 no Existing Shareholder may (a) transfer or otherwise dispose of, of any Option Equity or create any encumbrance security interest or other third party rights on, any party’s right over the Option Equity;
6.2.2 he may not (b) increase or decrease reduce the registered capital of Registered Capital, or procure the CompanyCompany to merge with other entity;
6.2.3 he may not(c) dispose of, or cause procure the management of the Company toto dispose of, dispose of any of the Company material Assets (except for those occurring occurred in the ordinary course of business);
6.2.4 he may not(d) terminate, or cause procure the management of the Company toto terminate, terminate any Material Agreements entered into signed by the Company Company, or enter into any other agreements in conflict agreement conflicting with the existing Material Agreements;
6.2.5 he may not appoint (e) appoint, remove or dismiss replace any director, supervisor or any other management members of the Company who should Company’s directors, supervisors or other officers to be appointed or dismissed and removed by the Existing Shareholders;
6.2.6 he may not cause or agree (f) procure the Company to declare to distribute or actually distribute any distributable profit, bonus or dividend;
6.2.7 he shall ensure (g) take any action or behavior (including inaction) to affect the valid existence of the Company and prevent it from being terminatedCompany, liquidated or dissolved;
6.2.8 he nor take any act that may not cause or agree the Company to terminate, liquidate or dissolve;
(h) amend the Articles Company’s articles of Association of the Companyassociation; andor
6.2.9 he shall ensure that (i) take any action or behavior (including inaction) to have the Company shall not lend provide or borrow any loan, or provide any guarantee or other forms of security arrangementssecurity, or undertake assume any material obligations other than in obligation outside of the ordinary course of business.
6.3 Each Existing Shareholder shall use his best efforts within 6.2 During the term of this Agreement Agreement, they will use their best efforts to develop the Company’s business of and ensure the Company, and ensure its operations are ’s operation in compliance with laws and regulations, and he will not be engaged in take any actions act or omissions which inaction that may harm damage the Company’s Assets or the goodwill of the Company 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 Shareholders 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 Shareholders or the Company to the WFOE and/or its Business Permitsdesignated entity and/or individual at the Transfer Price, or to the reduction of the Company’s capital, and accept the subscription by the WFOE and/or its designated entity and/or individual of the Company’s Capital Increase Equity, as the case may be;
(b) with respect to the Equity Transfer Option, immediately sign the equity transfer agreement with the WFOE and/or its designated entity and/or individual, transfer the whole Transfer Equity 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 Equity and no legal defect, security interest, third party’s right or other restriction will exist over the Transfer Equity;
(c) with respect to the Capital Increase Option, immediately sign the capital reduction agreement with the Company in the form and substance satisfactory to the WFOE, and assist and cooperate with 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 of the Company and the WFOE and/or its designated entity and/or individual will successfully complete the subscription of the Capital Increase Equity.
6.5 If the Transfer Price from transfer of the Transfer Equity, or the Capital Reduction Price from the reduction of the Company’s capital, and/or the distribution of the remaining property of the Company in case of the termination, liquidation or other circumstance of the Company, received by the Existing Shareholders, is higher than their capital contribution to the Company, or if they receive any forms of profit distribution, bonus or dividend from the Company, they agree and acknowledge that subject to the PRC Laws they will not enjoy the income of the premiums and any profit distribution, bonus or dividend (after deducting relevant taxes) and such income and profit distribution, bonus or dividend will be vested in the WFOE. The Existing Shareholders will instruct relevant receiving party or the Company to pay the income to the bank account designated by the WFOE.
6.6 They irrevocably agree to the execution and performance by the Company of this Agreement, and will assist the Company with the execution and performance of this Agreement, including but not limited to signing all necessary documents or the documents required by the WFOE and taking all necessary actions or the actions required by the WFOE, and will not take any action or inaction to prevent the WFOE from claiming and realizing any right hereunder.
6.7 They will immediately, without any delay, notify the WFOE of any circumstance that the Option Equity held by them 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 they know or should have known such circumstance.
Appears in 4 contracts
Samples: Exclusive Option Agreement (Xpeng Inc.), Exclusive Option Agreement (Xpeng Inc.), Exclusive Option Agreement (Xpeng Inc.)
Undertakings of the Existing Shareholders. Each The Existing Shareholder Shareholders hereby undertakes irrevocably undertake 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 During the term of this Agreement, without the prior written consent by of the WFOE:, they will not
6.2.1 no Existing Shareholder may (a) transfer or otherwise dispose of, of any Option Equity or create any encumbrance security interest or other third party rights on, any party’s right over the Option Equity;
6.2.2 he may not (b) increase or decrease reduce the registered capital of Registered Capital, or procure the CompanyCompany to merge with other entity;
6.2.3 he may not(c) dispose of, or cause procure the management of the Company toto dispose of, dispose of any of the Company material Assets (except for those occurring occurred in the ordinary course of business);
6.2.4 he may not(d) terminate, or cause procure the management of the Company toto terminate, terminate any Material Agreements entered into signed by the Company Company, or enter into any other agreements in conflict agreement conflicting with the existing Material Agreements;
6.2.5 he may not appoint (e) appoint, remove or dismiss replace any director, supervisor or any other management members of the Company who should Company’s directors, supervisors or other officers to be appointed or dismissed and removed by the Existing Shareholders;
6.2.6 he may not cause or agree (f) procure the Company to declare to distribute or actually distribute any distributable profit, bonus or dividend;
6.2.7 he shall ensure (g) take any action or behavior (including inaction) to affect the valid existence of the Company and prevent it from being terminatedCompany, liquidated or dissolved;
6.2.8 he nor take any act that may not cause or agree the Company to terminate, liquidate or dissolve;
(h) amend the Articles Company’s articles of Association of the Companyassociation; andor
6.2.9 he shall ensure that (i) take any action or behavior (including inaction) to have the Company shall not lend provide or borrow any loan, or provide any guarantee or other forms of security arrangementssecurity, or undertake assume any material obligations other than in obligation outside of the ordinary course of business.
6.3 Each Existing Shareholder shall use his best efforts within 6.2 During the term of this Agreement Agreement, they will use their best efforts to develop the Company’s business of and ensure the Company, and ensure its operations are ’s operation in compliance with laws and regulations, and he will not be engaged in take any actions act or omissions which inaction that may harm damage the Company’s Assets or the goodwill of the Company 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 Shareholders 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 Shareholders or the Company to the WFOE and/or its Business Permitsdesignated entity and/or individual at the Transfer Price, or to the reduction of the Company’s capital, and accept the subscription by the WFOE and/or its designated entity and/or individual of the Company’s Capital Increase Equity, as the case may be;
(b) with respect to the Equity Transfer Option, immediately sign the equity transfer agreement with the WFOE and/or its designated entity and/or individual, transfer the whole Transfer Equity 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 Equity and no legal defect, security interest, third party’s right or other restriction will exist over the Transfer Equity;
(c) with respect to the Capital Increase Option, immediately sign the capital reduction agreement with the Company in the form and substance satisfactory to the WFOE, and assist and cooperate with 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 of the Company and the WFOE and/or its designated entity and/or individual will successfully complete the subscription of the Capital Increase Equity.
6.5 If the Transfer Price from transfer of the Transfer Equity, or the Capital Reduction Price from the reduction of the Company’s capital, and/or the distribution of the remaining property of the Company in case of the termination, liquidation or other circumstance of the Company, received by the Existing Shareholders, is higher than their capital contribution to the Company, or if they receive any forms of profit distribution, bonus or dividend from the Company, they agree and acknowledge that subject to the PRC Laws they will not enjoy the income of the premiums and any profit distribution, bonus or dividend (after deducting relevant taxes) and such income and profit distribution, bonus or dividend will be vested in the WFOE. The Existing Shareholders will instruct relevant receiving party or the Company to pay the income to the bank account designated by the WFOE.
6.6 They irrevocably agree to the execution and performance by the Company of this Agreement, and will assist the Company with the execution and performance of this Agreement, including but not limited to signing all necessary documents or the documents required by the WFOE and taking all necessary actions or the actions required by the WFOE, and will not take any action or inaction to prevent the WFOE from claiming and realizing any right hereunder.
6.7 They will immediately, without any delay, notify the WFOE of any circumstance that the Option Equity held by them 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 they know or should have known such circumstance.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Xpeng Inc.), Exclusive Option Agreement (Xpeng Inc.)
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 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 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 Within the valid term of this Agreement Agreement, he shall exercise its best efforts to develop the Company’s business of the Company, and ensure its operations are in compliance with laws and regulations, 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.
6.4 If any Existing Shareholder receives the total Transfer Price in respect of its Transferred Equity higher than the amount in the Company Registered Capital corresponding to the Transferred Equity, or receives any form of profit distribution, dividend or bonus from the Company, such Existing Shareholder agree to waive such excess earnings as well as any profit distribution, dividend or bonus (after deducting relevant taxes), subject to compliance with the PRC laws and the WFOE is entitled to such earnings. Otherwise, such Existing Shareholder shall compensate the WFOE and/or any other entity or individual designated by it for the losses thus incurred.
Appears in 1 contract
Samples: Exclusive Call Option Agreement (Tudou Holdings LTD)
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 that all such Business Permits remain valid 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 CompanyCompany Registered Capital;
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 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 Shareholders;
6.2.6 he may not cause or agree declare the Company to declare to distribute distribution of, or actually distribute any distributable profit, bonus bonus, extra dividend 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 substantial obligations other than in the ordinary course of business.
6.3 Each Existing Shareholder shall use his best efforts within Within the valid term of this Agreement Agreement, he shall exercise its best efforts to develop the Company’s business of the Company, and ensure its operations are in compliance with laws and regulations, regulations and he will not be engaged in any actions or omissions which may harm the Company Assets or the goodwill of the Company or affect the validity of its Business Permits.
6.4 If any Existing Shareholder receives the total Transfer Price in respect of its Transferred Equity higher than the amount in the Company Registered Capital corresponding to the Transferred Equity, or receives any form of profit distribution, extra dividend, dividend or bonus from the Company, such Existing Shareholder agree to waive such excess earnings as well as any profit distribution, extra dividend, dividend or bonus (after deducting relevant taxes), subject to compliance with the PRC laws and the WFOE is entitled to such earnings. Otherwise, such Existing Shareholder shall compensate the WFOE and/or any other entity or individual designated by it for the losses thus incurred.
Appears in 1 contract
