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. 8.1 The Company undertakes with the Sole Sponsor that it shall do all such acts and things and execute all documents as may be required under the Applicable Laws or by the Stock Exchange in connection with the Main Board Listing Application (including, in the case of the Company, effecting all necessary filings with the Stock Exchange and ensuring that each of the Directors shall sign or cause to be duly signed on their behalf all documents required to be signed by them as Directors for the purposes of or in connection with the Transfer of Listing or such filings).
8.2 The Company undertakes to the Sole Sponsor that the Company shall:
(a) comply with the Main Board Listing Rules and the GEM Listing Rules in relation to any supplemental listing document to the Listing Document and further agrees, except for the Listing Documentation or except as otherwise provided pursuant to the provisions of this Agreement or as required by Applicable Laws or the Stock Exchange, not to issue, publish, distribute or make available directly or indirectly to the public any document (including any listing document, announcement, supplement, circular and press release), material or information in connection with the Transfer of Listing, or make any amendment to any of the Listing Documentation, or any amendment or supplement thereto at any time prior to the expiry of the period of six months from the Transfer Date (excluding, for the avoidance of doubt, any document, material or information which may be connected with the Transfer of Listing solely because it extracts, reproduces or contains references to the Transfer of Listing, the Listing Documentation or information contained therein) without the prior written consent of the Sole Sponsor (which consent shall not be unreasonably withheld or delayed); procure the Hong Kong Share Registrar to do all such acts and things as may be required to be done by it in connection with the Transfer of Listing and the transactions contemplated herein and shall procure that such appointment shall not be amended or terminated before completion of the Transfer of Listing without the prior written consent of the Sole Sponsor;
(b) use its reasonable endeavours to procure that the Company will maintain a listing for, and will refrain from taking any action that could jeopardise the listing status of, the Shares on the Main Board of the Stock Exchange for not less than six months after the Transfer Date, except following a withdrawal of such lis...
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 shareholders 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 shareholders of the Company proposed at any general meeting of the shareholders 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 shareholders, and (iii) in the event of any ambiguity or conflict arising between the terms of this Agreement and those of the Articles of Association, vote in favor of any resolutions proposed at any general meeting of the shareholders of the Company held for the purpose of amending the Articles of Association 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) "LivaNova", "Cyberonics" or "Sorin";
(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 without the consent of the Board; 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 The Parties agree that they shall each sign all of the documents and make in accordance with the law all the acts required for the full implementation of this Agreement. With a view to ensuring the continuous and stable operations of the Company, Party A agrees that, unless it is required to make an adjustment due to its or its affiliate’s listing on a stock exchange or due to another reason specified in law, it will appoint Xxxxxxxx Xxxx to continue to serve as the legal representative of the Company until it has commenced paying the Transfer Price. Party A shall have the right to replace the Company’s legal representative by any third party designated by it within five (5) days after completing payment of the Transfer Price and Xxxxxxxx Xxxx shall take all actions to cooperate with Party A in carrying out the business registration procedures for the change in the Company’s legal representative.
5.2 Party B, as the existing shareholders of the Company, 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 and/or the Company. For this purpose, Party B and/or the Company undertake(s) that, during the period between the execution date hereof and the Closing Date, unless otherwise agreed in advance in writing by Party A:
5.2.1 the Company shall not be permitted to pay (nor shall it agree to pay) any amounts other than amounts it is required to pay in the normal course of its business; notwithstanding the foregoing, the Company shall not incur (or agree to incur) any single cash payments exceeding Renminbi Fifty Thousand (RMB50,000) or cash payments that in the aggregate exceed Renminbi One Hundred and Fifty Thousand (RMB150,000) regardless of whether the same is incurred in the normal course of business;
5.2.2 (i) the Company shall not be permitted to pay, , sell, mortgage, pledge, lease, assign or otherwise dispose of assets that are not set forth in its scope of business where the total transaction value exceeds Renminbi Ten Thousand (RMB10,000);
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.
