Undertakings by the Shareholders Clause Samples

The 'Undertakings by the Shareholders' clause sets out specific promises or obligations that shareholders agree to fulfill as part of their involvement in the company. These undertakings may include commitments such as not transferring shares without consent, supporting certain business decisions, or refraining from competing with the company. By clearly outlining these responsibilities, the clause helps ensure alignment among shareholders and protects the company’s interests by preventing actions that could harm its stability or operations.
Undertakings by the Shareholders. The Shareholder hereby undertakes: 5.1 Within the term of this Agreement that he must take all necessary measures to ensure that SH Quanshi is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 The Shareholder hereby undertakes within the term of this Agreement that without the prior written consent by the Company, 5.2.1 the Shareholder shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the SH Quanshi Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH Quanshi to dispose of any of the SH Quanshi Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH Quanshi to terminate any Material Agreements entered into by SH Quanshi, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH Quanshi to be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH Quanshi to all its assets, it shall sign all the necessary or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claims; 5.2.8 it shall not amend the Articles of Association of SH Quanshi; 5.2.9 it shall ensure that SH Quanshi shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis. 5.3 The Shareholder hereby undertakes that it must make all its efforts during the term of this Agreement to develop the business of SH Quanshi, and ensure that the operations of SH Quanshi are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH Quanshi Assets or its credit standing or affect the validity of the Business Permits of SH Quanshi.
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Undertakings by the Shareholders. 5.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Focus Media Wireless is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without the prior written consent by Dotad Technology, if the business term of Focus Media Wireless expires during the term of this Agreement, Shareholders shall then take all necessary measures to extend such business term to ensure the business term of Focus Media Wireless not be expired during the term of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Dotad Technology, 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the Focus Media Wireless Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of Focus Media Wireless to dispose of any of the Focus Media Wireless Assets (except as occurs during the arm's length operations); 5.2.4 it shall not terminate or cause the management of Focus Media Wireless to terminate any Material Agreements entered into by Focus Media Wireless, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Focus Media Wireless to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Dotad Technology in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless to be appointed or dismissed by the Shareholders; 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 it shall ensure that Focus Media W...
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Undertakings by the Shareholders. The Shareholders hereby severally undertakes that: 6.1 Within the valid term of this Agreement, without the WFOE’s prior written consent, any Shareholder: 6.1.1 shall not transfer or otherwise dispose of any Shareholder Equity or create any encumbrance or other third party rights on any Shareholder Equity; 6.1.2 shall not increase or decrease the Company Registered Capital or cause or permit the Company to be divided or merged with any other entity; 6.1.3 shall not dispose of or cause the management of the Company to dispose of any Material Asset (other than in the ordinary course of business), or create any encumbrance or other third party rights on any Material Asset; 6.1.4 shall not terminate or cause the management of the Company to terminate any Material Agreement entered into by the Company, or enter into any other agreement in conflict with the existing Material Agreements; 6.1.5 shall not appoint or dismiss and replace any director or supervisor of the Company or any other management personnel of the Company who shall be appointed or dismissed by the Shareholders; 6.1.6 shall not cause the Company to declare the distribution of or in practice release any distributable profit, dividend, share profit or share interest; 6.1.7 shall ensure that the Company maintains its valid legal existence and that such status is not terminated, liquidated or dissolved; 6.1.8 shall not amend the articles of association of the Company; 6.1.9 shall ensure that the Company will not lend or borrow any money, or provide any guarantee or engage in security activities in any other form, or bear any substantial obligations other than in the ordinary course of business; and 6.1.10 shall not cause the Company or the management of the Company to approve any of the following acts of any of the Company’s subsidiaries or affiliates (individually as a “Subsidiary” and collectively as the “Subsidiaries”), including: (a) increase or decrease any Subsidiary’s registered capital or cause or permit any Subsidiary to be divided or merged with any other entity; (b) dispose of or cause the management of the Subsidiaries to dispose of any Material Asset of any Subsidiary (other than in the ordinary course of business), or create any encumbrance or other third party rights on such assets; (c) terminate or cause the management of the Subsidiaries to terminate any Material Agreement entered into by any Subsidiary, or enter into any other agreement in conflict with the existing Material Agreeme...
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Undertakings by the Shareholders. 股东在此承诺： The Shareholders hereby severally undertakes that: 6. 1在本协议有效期内，未经WFOE事先书面同意，股东： Within the valid term of this Agreement, without the WFOE’s prior written consent, any Shareholder: 6.1. 1不得转让或以其他方式处置股权，不得对股权设定产权负担或其他第三方权利负担； shall not transfer or otherwise dispose of any Shareholder Equity or create any encumbrance or other third party rights on any Shareholder Equity; 6.1. 2不得增加或者减少公司注册资本，不得致使或者允许公司与其他公司分立、合并； shall not increase or decrease the Company Registered Capital or cause or permit the Company to be divided or merged with any other entity; 6.1. 3不得处置或使公司管理层处置重大资产（正常经营过程中除外），或对重大资产设置产权负担或其他第三方权利负担； shall not dispose of or cause the management of the Company to dispose of any Material Asset (other than in the ordinary course of business), or create any encumbrance or other third party rights on any Material Asset; 6.1. 4不得终止或使公司管理层终止公司签订的重大协议，或签订与现有的重大协议发生冲突的其他协议； shall not terminate or cause the management of the Company to terminate any Material Agreement entered into by the Company, or enter into any other agreement in conflict with the existing Material Agreements; 6.1. 5不得任免和更换应由股东任免的公司董事、监事和其他管理人员； shall not appoint or dismiss and replace any director or supervisor of the Company or any other management personnel of the Company who shall be appointed or dismissed by the Shareholders; 6.1. 6不得使公司宣布分配或在实际发放可分配利润、股息、股份利润或股份利息； shall not cause the Company to declare the distribution of or in practice release any distributable profit, dividend, share profit or share interest; 6.1. 7应确保公司维持经营，不终止公司、清算或解散公司； shall ensure that the Company maintains its valid legal existence and that such status is not terminated, liquidated or dissolved;
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Undertakings by the Shareholders. Section 4.1 This Section intentionally deleted. Section 4.2 This Section intentionally deleted.
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Undertakings by the Shareholders. Each of the Shareholders hereby makes the following undertakings: 5.1 During the term of this Agreement, it must take all necessary measures to ensure that Domestic Company has obtained all the Business Permits in a timely manner and all the Business Permits remain effective at all times. 5.2 During the term of this Agreement, without the prior written consent of Shanghai Cangyun: 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party right over any Option Equity; 5.2.2 it shall not increase or decrease the registered capital of Domestic Company; 5.2.3 it shall not dispose of or cause the management of Domestic Company to dispose of any of Domestic Company Assets (except in the ordinary course of business); 5.2.4 it shall not appoint or replace any executive directors or members of the board of directors (if any), supervisors or any other management personnel of Domestic Company; 5.2.5 it shall not declare or distribute any profit or dividend; 5.2.6 it shall ensure that Domestic Company maintain its valid existence and prevent Domestic Company from being shut down, liquidated or dissolved; 5.2.7 it shall not amend the Articles of Association of Domestic Company; 5.2.8 it shall not change the business scope, the business model, the market strategy of the Domestic Company or adjust significantly the client relationship; and 5.2.9 it shall ensure that Domestic Company not lend or borrow any money, or provide guarantee or security in any form, or assume any material obligations other than in the ordinary course of business. 5.3 It must make all its efforts during the term of this Agreement to develop the business of Domestic Company, and ensure that the operations of Domestic Company are legal and in compliance with the PRC Law and that it shall not engage in any actions or omissions which might adversely affect Domestic Company Assets, the Domestic Company’s business reputation, or affect the validity of the Business Permits of Domestic Company.
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Undertakings by the Shareholders. 6.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 6.2 The Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by YIGO, 6.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 6.2.2 it shall not increase or decrease the Target Company Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 6. 2.3 it shall not dispose of or cause the management of Target Company to dispose of any of the Target Company Assets (except as occurs during the arm’s length operations);
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Related to Undertakings by the Shareholders

  • Indemnification by the Shareholders In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the ▇▇▇▇ ▇▇▇) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Deliveries by the Sellers At the Closing, the Sellers shall deliver, or cause to be delivered, to Buyer the following: (a) an instrument of assignment executed by each Seller, in form and substance reasonably acceptable to Buyer, evidencing the transfer of its respective Acquired Interests to Buyer, free and clear of all Liens; (i) a copy of the certificate of formation (or equivalent organizational document) of the Company certified by the secretary of state (or equivalent Governmental Authority) of the jurisdiction of organization of the Company, (ii) a copy of the limited liability company or operating agreement of the Company, and (iii) a copy of the resolutions of the governing body of the Company authorizing the transactions contemplated by this Agreement, to the extent required by the Company’s limited liability company agreement, each certified by an officer of the Company; (c) a certificate of the New Hampshire Secretary of State as to the good standing of the Company in such jurisdiction, dated no earlier than thirty (30) days prior to the Closing Date; (d) written resignations of the managers and officers of the Company designated by ▇▇▇▇▇ at least two (2) Business Days prior to the Closing Date, effective as of the Closing, in form and substance reasonably acceptable to Buyer; (e) pay-off letter(s) and Lien release documentation and/or authorization from the lender(s) or other payee(s) of the Pay-Off Indebtedness, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such indebtedness; (f) invoices or other documentation from the payee(s) of the Closing Selling Expenses, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such expenses; (g) an Investor Representation and Lock-Up Agreement between Buyer and each Seller, substantially in the form attached hereto as Exhibit C, dated as of the Closing Date and executed by such Seller (the “Lock-Up Agreements”); (h) a duly completed and properly executed IRS Form W-9 from each Seller (or if the applicable Seller is disregarded as separate from its owner for U.S. federal income Tax purposes, the applicable direct or indirect parent of such Seller) and Sellers’ Representative, in each case dated as of the Closing Date; (i) all approvals, consents, estoppels and waivers set forth on Schedule 2.5, duly executed by the applicable party or parties; (j) a landlord estoppel and consent to assignment of lease, substantially in the form attached hereto as Exhibit D, dated as of the Closing Date and executed by the Company and the applicable landlord (the “Lease Consent”); (k) evidence reasonably satisfactory to Buyer that all phantom stock plans, agreements or similar equity-based compensation arrangements of the Company (collectively, “Phantom Stock Plans”) have been (or will be as a result of the Closing) terminated and settled, which termination shall include a release from each participant in any Phantom Stock Plan that such participant has no further right or claims with respect thereto; (l) evidence reasonably satisfactory to Buyer that (i) any and all limited liability company agreements, operating agreements, buy-sell agreements or similar agreements with respect to the Company, and (ii) any and all Contracts with any Affiliates of any Seller have been terminated without liability to Buyer or any Buyer Affiliated Company (including the Company after the Closing); (m) the Escrow Agreement duly executed by Sellers’ Representative and the Escrow Agent; (n) an Irrevocable Proxy by the Sellers, substantially in the form attached hereto as Exhibit E, dated as of the Closing Date and executed by the Sellers; and (o) such other deliverables requested by ▇▇▇▇▇ as may be necessary or appropriate to effect the transactions contemplated hereby.

  • Deliveries by the Seller Subject to the conditions set forth in this Agreement, at or prior to the Closing, the Seller shall deliver or cause to be delivered to Buyer: (a) the Rights Agreement, duly executed by the Seller ; (b) a ▇▇▇▇ of sale and assignment agreement, in form and substance reasonably satisfactory to the Buyer (the “▇▇▇▇ of Sale”), duly executed by Seller; (c) the subscription list in respect of the Buyer Stock Closing Consideration, duly executed by the Seller (the “Subscription List”); (d) duly executed assignment and assumption documents or instruments (in form and substance reasonably satisfactory to Buyer and Seller) assigning to Buyer all right, title and interest in and to the Intellectual Property Rights included in the Acquired Assets and pursuant to which Buyer assumes all the Assumed Liabilities; (e) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying (i) the incumbency of each officer executing this Agreement or any other documents and instruments to be executed and delivered pursuant hereto on behalf of Seller and (ii) that attached thereto are true and complete copies of all resolutions of the board of directors (or equivalent governing body) and holders of voting securities of the Seller authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the transactions contemplated hereby, and that all such resolutions are in full force and at and as of the Closing Date; (f) the Seller Closing Certificate; (g) evidence of the termination and release of any Encumbrance (other than Permitted Encumbrances) on any Acquired Asset, if applicable, in form and substance acceptable to Buyer; (h) the OCS Approval duly executed by the OCS; (i) subject to the provisions of Section 6.12 true, correct and complete copies of all Product Records currently possessed by the Seller; (j) the Valid Israeli Tax Certificate; (k) a true, correct and complete list of all Contracts that contain nondisclosure or confidentiality obligations that are binding on the Company with respect to the Business; and (l) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Acquired Assets, and simultaneously with such deliveries, all such steps will be taken by Seller as may be required to put Buyer in actual possession and operating control of the Acquired Assets.

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.