Further Undertakings. The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.
Further Undertakings. 6.1 The Company undertakes to each of the Joint Bookrunners, the Sole Sponsor, the Joint Lead Managers, the Co-Manager and the Placing Underwriters that, and each of the other Warrantors irrevocably undertakes to procure that:
(a) to comply with all applicable Laws issued from time to time, in particular, to comply with the obligations imposed upon it by the Companies Ordinance and the Listing Rules in respect of or by reason of the making of the Share Offer including, but without limitation, the making of all necessary filings with the Registrar of Companies in Hong Kong, the Registrar of Companies in the Cayman Islands and the Stock Exchange and the making available for inspection in Hong Kong of the documents and in the manner referred to in the sub-section headed “Documents available for inspection” of Appendix V to the Prospectus during the period specified therein; and
(b) to comply in all aspects with the terms and conditions of the Share Offer and, subject to the fulfilment or waiver of the Conditions, in particular, to allot and issue the Placing Shares to Placees under the Placing ; the Company will use its reasonable endeavours to procure that the Registrar and the Receiving Bank (as defined in the Public Offer Underwriting Agreement) will comply with the terms of their respective appointment and will do all such acts and things as may be required to be done by each of them and by the time specified or necessary in connection with the Share Offer and in particular, but without limitation, as set out in the Registrar Agreement and the Receiving Bank Agreement (as defined in the Public Offer Underwriting Agreement), respectively. Prior to the Listing Date, none of the terms of the appointments of the Registrar and the Receiving Bank shall be amended without the prior written consent of the Joint Bookrunners (for themselves and on behalf of the Co- Manager and the Placing Underwriters) which consent shall not be unreasonably withheld or delayed; (in the case of the Company) the Company, and (in the case of other Warrantors) each of the Company and the Controlling Shareholders, will, and will cause its Affiliates and subsidiaries and any party acting on its behalf to, comply with the Listing Rules and any requirements to publish information affecting the information contained in the Prospectus including but not limited to supplemental listing documents and further agrees not to issue, publish, distribute or make available any announcement, circular ...
Further Undertakings. The Company undertakes to the Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that it shall:
Further Undertakings. To the extent the Management Stockholder shall at any time be entitled to vote with respect to the Common Stock owned by it, the Management Stockholder shall undertake to vote or, as the case may be, to be voted, its Common Stock (i) on the occasion of any general meeting of the stockholders of the Company held (by way of a meeting or passed by written resolutions) for the purpose of approving the issuance, purchase (and authorization of the Board to purchase, as the case may be), and/or redemption by the Company of Common Stock, if and to the extent such an issuance, purchase, and/or redemption is made in accordance with, or for the purpose of, this Agreement, (ii) in general in favor of any resolutions of the stockholders of the Company proposed at any general meeting of the stockholders of the Company which may be necessary to give effect to the provisions or intents of this Agreement, waiving any convening notice to any such general meeting of stockholders, and (iii) in the event of any ambiguity or conflict arising between the terms of this Agreement and those of the Company’s Certificate of Incorporation, vote in favor of any resolutions proposed at any general meeting of the stockholders of the Company held for the purpose of amending the Company’s Certificate of Incorporation to eliminate any such ambiguity or conflict.
Further Undertakings. For the purpose of implementing the terms and conditions of this Agreement, and at the time when it signs this Agreement, each Pledgor in Party B shall agree to sign the Agreement on the Transfer of Capital Contribution in Appendix I hereto and Resolution of Shareholders Meeting in Appendix II hereto, and hereby irrevocably authorizes Party A to use the aforesaid documents for the purpose of implementing this Agreement. The parties hereto further agree to promptly sign such other documents as are reasonably necessary or expedient for the purposes of performing this Agreement and fulfilling the purposes of this Agreement, and take further actions which are reasonably necessary or expedient for the purpose of performing this Agreement and fulfilling the purpose of this Agreement.
Further Undertakings. The Executive hereby undertakes to the Company that he will not at any time:
(a) during the Employment or after the Termination Date engage in any trade or business or be associated with any person engaged in any trade or business using any trading names used by the Company or any Group Company including the name(s) or incorporating the word(s) “LivaNova”, “Cyberonics” or “Sorin”;
Further Undertakings. The Executive hereby undertakes to the Company that he will not at any time:
(a) during the Employment or after the Termination Date engage in any trade or business or be associated with any person engaged in any trade or business using any trading names used by the Company or any Group Company including the name(s) or incorporating the word(s) “Camfaud Concrete Pumps”, “PCP Group”, “Premier Concrete” and “South Coast”;
(b) after the Termination Date make any public statement in relation to the Company or any Group Company or any of their officers or employees; or
(c) after the Termination Date represent or otherwise indicate any association or connection with the Company or any Group Company or for the purpose of carrying on or retaining any business represent or otherwise indicate any past association with the Company or any Group Company.
Further Undertakings. 5.1 Each Party shall further sign the documents and carry out the acts that may be reasonably required for the full implementation of this Agreement.
5.2 Party B, as shareholders of the Company prior to the Closing Date, may not do anything or permit the Company to do anything during the period between the execution date hereof and the Closing Date that could have a material adverse effect on the Equity Interest and/or the Company. Party B undertakes that, unless otherwise agreed in advance in writing by Party A:
5.2.1 the Company will conduct its business in its normal and habitual manner and, other than normal and habitual business amounts, will not pay (or agree to pay) any other unnecessary amounts; notwithstanding the foregoing, the Company shall not make any single cash payments exceeding RMB100,000 or cash payments that in the aggregate exceeding RMB300,000 regardless whether the same is done in the ordinary course of its business;
5.2.2 the Company will adopt all reasonable procedures to maintain and protect its assets, use its best efforts to retain its existing management and core technical personnel and maintain its relationships with its clients, suppliers and other third parties so as not to harm its reputation or prospects as a going concern;
5.2.3 Party A has the right during normal working hours and after prior written notice to obtain the Company’s financial statements and the power to take copies thereof;
5.2.4 Party B has not committed any acts or omissions that constitute or could result in a breach of said Party’s representations and warranties;
5.2.5 if the facts on the basis of which Party B gave said Party’s representations and warranties herein change, causing a material adverse effect on the Closing hereunder, Party B shall promptly disclose such facts to Party A;
5.2.6 the Company has not declared a distribution or a payment nor has it declared that it is preparing to pay dividends or make any other profit distribution;
5.2.7 the Company has not increased its capital nor agreed to increase its capital;
5.2.8 other than the loans disclosed to Party A by the Company prior to the execution date hereof, the Company has not received or provided loans;
5.2.9 unless otherwise provided in laws, statutes, rules or regulations, the Company has not modified the terms of employment with its employees (including management personnel) that would result in a rise in the Company’s total manpower cost for the year in question;
5.2.10 the Company ...
Further Undertakings. 32.1 The Customer hereby agree to the following Further Undertakings as follows:
(a) That the Customer shall not engage in any criminal activity nor assist, aid, hide or divert the funds from any criminal activity whatsoever;
(b) the Customer shall not engage or assist and/or facilitate any terrorist activity or give any aid to any terrorist group or person whosoever and whatsoever; and
(c) The Customer shall ensure compliance with, among other things, anti- corruption, anti-money laundering and anti-terrorism laws and best practices and it shall set up internal structures to track, prevent and detect such violations including breaches of all such laws, regulations and conventions.
