Common use of Undertakings by the Shareholders Clause in Contracts

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.

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 Huxin 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 Huxin Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH Quanshi Huxin to dispose of any of the SH Quanshi Huxin Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH Quanshi Huxin to terminate any Material Agreements entered into by SH QuanshiHuxin, 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 Huxin 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 Huxin 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 QuanshiHuxin; 5.2.9 it shall ensure that SH Quanshi Huxin 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 QuanshiHuxin, and ensure that the operations of SH Quanshi Huxin 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 Huxin Assets or its credit standing or affect the validity of the Business Permits of SH QuanshiHuxin.

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 Kuantong 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 Kuantong Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH Quanshi Kuantong to dispose of any of the SH Quanshi Kuantong Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH Quanshi Kuantong to terminate any Material Agreements entered into by SH QuanshiKuantong, 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 Kuantong 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 Kuantong 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 QuanshiKuantong; 5.2.9 it shall ensure that SH Quanshi Kuantong 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 QuanshiKuantong, and ensure that the operations of SH Quanshi Kuantong 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 Kuantong Assets or its credit standing or affect the validity of the Business Permits of SH QuanshiKuantong.

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 MSN 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 MSN Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH Quanshi MSN to dispose of any of the SH Quanshi MSN Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH Quanshi MSN to terminate any Material Agreements entered into by SH QuanshiMSN, 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 MSN 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 MSN 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 QuanshiMSN; 5.2.9 it shall ensure that SH Quanshi MSN 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 QuanshiMSN, and ensure that the operations of SH Quanshi MSN 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 MSN Assets or its credit standing or affect the validity of the Business Permits of SH QuanshiMSN.

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 Baifen Creation 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 Baifen Creation Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH Quanshi Baifen Creation to dispose of any of the SH Quanshi Baifen Creation Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH Quanshi Baifen Creation to terminate any Material Agreements entered into by SH QuanshiBaifen Creation, 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 Baifen Creation 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 Baifen Creation 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 QuanshiBaifen Creation; 5.2.9 it shall ensure that SH Quanshi Baifen Creation 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 QuanshiBaifen Creation, and ensure that the operations of SH Quanshi Baifen Creation 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 Baifen Creation Assets or its credit standing or affect the validity of the Business Permits of SH QuanshiBaifen Creation.

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 Allyes 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 Allyes Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH Quanshi AllyesLLYES to dispose of any of the SH Quanshi Allyes Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH Quanshi Allyes to terminate any Material Agreements entered into by SH QuanshiAllyes, 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 Allyes 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 Allyes 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 QuanshiAllyes; 5.2.9 it shall ensure that SH Quanshi Allyes 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 QuanshiAllyes, and ensure that the operations of SH Quanshi Allyes 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 Allyes Assets or its credit standing or affect the validity of the Business Permits of SH QuanshiAllyes.

Undertakings by the Shareholders. 6.1 The Shareholder Shareholders hereby undertakes: 5.1 Within individually undertake within the term of this Agreement that he it must take all necessary measures to ensure that SH Quanshi 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. 5.2 6.2 The Shareholder Shareholders hereby undertakes individually undertake within the term of this Agreement that without the prior written consent by the CompanyHUAYA, 5.2.1 the Shareholder 6.2.1 no Shareholders 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 6.2.2 it shall not increase or decrease the SH Quanshi Target Company Registered CapitalCapital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of SH Quanshi Target Company to dispose of any of the SH Quanshi Target Company Assets (except as occurs during the arm’s length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of SH Quanshi Target Company to terminate any Material Agreements entered into by SH QuanshiTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Target Company 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 HUAYA in writing); 6.2.6 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 SH Quanshi Target Company to be appointed or dismissed by the Shareholders; 5.2.6 6.2.7 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; 5.2.7 to maintain the ownership of SH Quanshi to all its assets, 6.2.8 it shall sign all the necessary ensure that Target Company shall validly exist and prevent it from being terminated, liquidated 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 claimsdissolved; 5.2.8 6.2.9 it shall not amend the Articles of Association of SH QuanshiTarget Company or cast affirmative votes regarding such amendment; 5.2.9 6.2.10 it shall ensure that SH Quanshi Target Company 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.; and 5.3 6.3 The Shareholder Shareholders hereby undertakes individually undertake that it must make all its efforts during the term of this Agreement to develop the business of SH QuanshiTarget Company, and ensure that the operations of SH Quanshi Target Company 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 Target Company Assets or its credit standing or affect the validity of the Business Permits of SH QuanshiTarget Company. 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all the equity interest held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by HUAYA will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement.

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 Allyes 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 Allyes Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH Quanshi Allyes to dispose of any of the SH Quanshi Allyes Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH Quanshi Allyes to terminate any Material Agreements entered into by SH QuanshiAllyes, 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 Allyes 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 Allyes 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 QuanshiAllyes; 5.2.9 it shall ensure that SH Quanshi Allyes 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 QuanshiAllyes, and ensure that the operations of SH Quanshi Allyes 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 Allyes Assets or its credit standing or affect the validity of the Business Permits of SH QuanshiAllyes.

Undertakings by the Shareholders. 5.1 The Shareholder Shareholders hereby undertakes: 5.1 Within individually undertake within the term of this Agreement that he it must take all necessary measures to ensure that SH Quanshi Shiji Shenghuo 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 Framedia Investment, if the business term of Shiji Shenghuo 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 Shiji Shenghuo not be expired during the term of this Agreement. 5.2 The Shareholder Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby undertakes individually undertake within the term of this Agreement that without the prior written consent by the CompanyFramedia Investment, 5.2.1 the Shareholder no Shareholders 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 Shiji Shenghuo Registered CapitalCapital 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 SH Quanshi Shiji Shenghuo to dispose of any of the SH Quanshi Shiji Shenghuo Assets (except as occurs during the arm’s 's length operations); 5.2.4 it shall not terminate or cause the management of SH Quanshi Shiji Shenghuo to terminate any Material Agreements entered into by SH QuanshiShiji Shenghuo, 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 Shiji Shenghuo 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 Framedia Investment 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 SH Quanshi Shiji Shenghuo to be appointed or dismissed by the Shareholders; 5.2.6 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; 5.2.7 to maintain the ownership of SH Quanshi to all its assets, 5.2.8 it shall sign all the necessary ensure that Shiji Shenghuo shall validly exist and prevent it from being terminated, liquidated 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 claimsdissolved; 5.2.8 5.2.9 it shall not amend the Articles of Association of SH QuanshiShiji Shenghuo or cast affirmative votes regarding such amendment; 5.2.9 5.2.10 it shall ensure that SH Quanshi Shiji Shenghuo 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 's length basis. 5.3 The Shareholder Shareholders hereby undertakes individually undertake that it must make all its efforts during the term of this Agreement to develop the business of SH QuanshiShiji Shenghuo, and ensure that the operations of SH Quanshi Shiji Shenghuo 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 Shiji Shenghuo Assets or its credit standing or affect the validity of the Business Permits of SH QuanshiShiji Shenghuo. 5.4 Shiji Shenghuo undertakes that, before Framedia Investment exercises the Option and acquire all equity of Shiji Shenghuo, Shiji Shenghuo shall not do the following:

Undertakings by the Shareholders. The Shareholder Each of the Shareholders hereby undertakesmakes the following undertakings: 5.1 Within the term of this Agreement that he Agreement, it must take all necessary measures to ensure that SH Quanshi Xiandai Xingye is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect effective at any time. 5.2 The Shareholder hereby undertakes within Within the term of this Agreement that Agreement, without the prior written consent by the CompanyHongcheng Technology, 5.2.1 the Shareholder no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights right on any Option Equity; 5.2.2 it shall not increase or decrease the SH Quanshi Xiandai Xingye Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH Quanshi Xiandai Xingye to dispose of any of the SH Quanshi Xiandai Xingye Assets (except as occurs for the disposal during the arm’s length operationsordinary cause of business); 5.2.4 it shall not terminate or cause the management of SH Quanshi Xiandai Xingye to terminate any Material Agreements entered into by SH QuanshiXiandai Xingye, 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 the board of directors (if any), supervisors or any other management personnel of SH Quanshi to Xiandai Xingye that should 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 releasedividend; 5.2.7 to maintain the ownership of SH Quanshi to all its assets, it shall sign all the necessary ensure that Xiandai Xingye shall validly exist and prevent it from being terminated, liquidated 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 claimsdissolved; 5.2.8 it shall not amend the Articles of Association of SH Quanshi;Xiandai Xingye; and 5.2.9 it shall ensure that SH Quanshi Xiandai Xingye shall not lend or borrow any money, or provide guarantee or engage in provide security activities in any other forms, or bear any substantial material obligations other than on during the arm’s length basis.ordinary cause of business; and 5.3 The Shareholder hereby undertakes that it It must make all its efforts during the term of this Agreement to develop the business of SH QuanshiXiandai Xingye, and ensure that the operations of SH Quanshi Xiandai Xingye 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 Xiandai Xingye Assets, its credit standing business reputation, or affect the validity of the Business Permits of SH QuanshiXiandai Xingye.

Undertakings by the Shareholders. 6.1 The Shareholder Shareholders hereby undertakes: 5.1 Within individually undertake within the term of this Agreement that he it must take all necessary measures to ensure that SH Quanshi 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. 5.2 6.2 The Shareholder Shareholders hereby undertakes individually undertake within the term of this Agreement that without the prior written consent by the CompanyHUAYA, 5.2.1 the Shareholder 6.2.1 no Shareholders 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 6.2.2 it shall not increase or decrease the SH Quanshi Target Company Registered CapitalCapital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of SH Quanshi Target Company to dispose of any of the SH Quanshi Target Company Assets (except as occurs during the arm’s 's length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of SH Quanshi Target Company to terminate any Material Agreements entered into by SH QuanshiTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Target Company 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 HUAYA in writing); 6.2.6 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 SH Quanshi Target Company to be appointed or dismissed by the Shareholders; 5.2.6 6.2.7 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; 5.2.7 to maintain the ownership of SH Quanshi to all its assets, 6.2.8 it shall sign all the necessary ensure that Target Company shall validly exist and prevent it from being terminated, liquidated 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 claimsdissolved; 5.2.8 6.2.9 it shall not amend the Articles of Association of SH QuanshiTarget Company or cast affirmative votes regarding such amendment; 5.2.9 6.2.10 it shall ensure that SH Quanshi Target Company 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 's length basis.; and 5.3 6.3 The Shareholder Shareholders hereby undertakes individually undertake that it must make all its efforts during the term of this Agreement to develop the business of SH QuanshiTarget Company, and ensure that the operations of SH Quanshi Target Company 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 Target Company Assets or its credit standing or affect the validity of the Business Permits of SH QuanshiTarget Company. 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all the equity interest held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by HUAYA will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement.