Common use of Action to be Taken Clause in Contracts

Action to be Taken. In the event that a Trade Sale of the Company which values the Company at no less than US$1,200,000,000 is approved in writing by the Preferred Majority and ▇▇▇▇ ▇▇▇ (方锐), as long as ▇▇▇▇ ▇▇▇ (方锐) serves as a director of the Company), then each Shareholder agrees: (i) if such transaction requires approval of the members of the Company, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all such Shares in favor of, and adopt, such Trade Sale and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Trade Sale; (ii) if such transaction is a Share Sale, to sell the same proportion of Shares beneficially held by such Shareholder as is being sold by ▇▇▇▇ ▇▇▇ (方锐) and the Preferred Majority (the “Drag-Along Holders”) propose to sell their Shares, and on the same terms and conditions as the Drag-Along Holders; (iii) to execute and deliver all related documentation and take such other action in support of the Trade Sale as shall reasonably be requested by the Drag-Along Holders in order to carry out the terms and provisions of this Section 5.1, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; and (iv) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Trade Sale.