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 Agreements; (d) appoint or dismiss and replace any director or supervisor of any Subsidiary or any other management personnel of such Subsidiary who shall be appointed or dismissed by the Company; (e) terminate, liquidate or dissolve any Subsidiary or act in any way that damages or is likely to damage the valid existence of any Subsidiary; (f) amend the articles of association of any Subsidiary; or (g) lend or borrow any money, provide any guarantee, engage in security activities in any other form, or bear any substantial obligations other than in the ordinary course of business. 6.2 During the term of this Agreement, the Shareholders shall endeavor to the best of their ability to develop the business of the Company and ensure that the Company’s operations are legal and in compliance with the regulations, and they will not engage in any act or omission which may damage the Company’s (or its Subsidiaries’) assets and/or goodwill or affect the validity of the Business Permits of the Company. 6.3 During the term of this Agreement, the Shareholders shall notify the WFOE of any circumstances that may have a material adverse effect on the existence, business operations, financial conditions, assets or goodwill of the Company (including the Subsidiaries’) and take all the measures approved by the WFOE to remove such adverse circumstances or take effective remedial measures with respect thereto in a timely manner. 6.4 Once the WFOE gives the Exercise Notice: 6.4.1 the Shareholders shall promptly convene a meeting of the shareholders, pass shareholder’s resolutions and take all other necessary actions to approve any Shareholder and the Company to transfer all the Transferred Equity or the Transferred Assets at the Transfer Price to the WFOE, and/or any other entity or individual designated by the WFOE, and waive any preemptive right to purchase such interests enjoyed by the Shareholders (if any); 6.4.2 the Shareholders shall promptly enter into an equity transfer agreement with the WFOE and/or any other entity or individual designated by the WFOE to transfer all the Transferred Equity at the Transfer Price to the WFOE and/or any other entity or individual designated by the WFOE and provide necessary support to the WFOE (including the provision and execution of all relevant legal documents, performance of all government approval and registration procedures and assumption of all relevant obligations) in accordance with the WFOE’s requirements and the PRC Law so that the WFOE and/or any other entity or individual designated by the WFOE may acquire all the Transferred Equity, free from and clear of any legal defect or any encumbrance, third party restriction or any other restrictions on the Transferred Equity. 11 / 21 6.5 If the total Transfer Price obtained by any Shareholder with respect to the Transferred Equity held by the shareholder is higher than the capital contribution corresponding with such Transferred Equity in the Company Registered Capital, or any Shareholder receives any form of profit distribution, share profit, share interest or dividend from the Company, then each of the Shareholders agrees, so long as it does not violate any PRC Laws, to waive the premium earnings and any profit distribution, share profit, share interest or dividend (after the deduction of relevant taxes) and the WFOE shall be entitled to such profit distribution, share profit, interest or dividend. Otherwise, the Shareholders shall compensate the WFOE and/or any other entity or individual designated by the WFOE for any loss incurred as a result thereof.
Appears in 2 contracts
Sources: Exclusive Call Option Agreement (Global Mofy Metaverse LTD), Exclusive Call Option Agreement (Global Mofy Metaverse LTD)
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 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 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 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 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 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 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 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 6.1.8. shall not amend the articles of association of the Company;
6.1.9 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 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 Agreements;
(d) appoint or dismiss and replace any director or supervisor of any Subsidiary or any other management personnel of such Subsidiary who shall be appointed or dismissed by the Company;
(e) terminate, liquidate or dissolve any Subsidiary or act in any way that damages or is likely to damage the valid existence of any Subsidiary;
(f) amend the articles of association of any Subsidiary; or
(g) lend or borrow any money, provide any guarantee, engage in security activities in any other form, or bear any substantial obligations other than in the ordinary course of business.
6.2 During the term of this Agreement, the Shareholders shall endeavor to the best of their ability to develop the business of the Company and ensure that the Company’s operations are legal and in compliance with the regulations, and they will not engage in any act or omission which may damage the Company’s (or its Subsidiaries’) assets and/or goodwill or affect the validity of the Business Permits of the Company.
6.3 During the term of this Agreement, the Shareholders shall notify the WFOE of any circumstances that may have a material adverse effect on the existence, business operations, financial conditions, assets or goodwill of the Company (including the Subsidiaries’) and take all the measures approved by the WFOE to remove such adverse circumstances or take effective remedial measures with respect thereto in a timely manner.
6.4 Once the WFOE gives the Exercise Notice:
6.4.1 6.4.1. the Shareholders shall promptly convene a meeting of the shareholders, pass shareholder’s resolutions and take all other necessary actions to approve any Shareholder and the Company to transfer all the Transferred Equity or the Transferred Assets at the Transfer Price to the WFOE, and/or any other entity or individual designated by the WFOE, and waive any preemptive right to purchase such interests enjoyed by the Shareholders (if any);
6.4.2 6.4.2. the Shareholders shall promptly enter into an equity transfer agreement with the WFOE and/or any other entity or individual designated by the WFOE to transfer all the Transferred Equity at the Transfer Price to the WFOE and/or any other entity or individual designated by the WFOE and provide necessary support to the WFOE (including the provision and execution of all relevant legal documents, performance of all government approval and registration procedures and assumption of all relevant obligations) in accordance with the WFOE’s requirements and the PRC Law so that the WFOE and/or any other entity or individual designated by the WFOE may acquire all the Transferred Equity, free from and clear of any legal defect or any encumbrance, third party restriction or any other restrictions on the Transferred Equity. 11 / 21.
6.5 If the total Transfer Price obtained by any Shareholder with respect to the Transferred Equity held by the shareholder is higher than the capital contribution corresponding with such Transferred Equity in the Company Registered Capital, or any Shareholder receives any form of profit distribution, share profit, share interest or dividend from the Company, then each of the Shareholders agrees, so long as it does not violate any PRC Laws, to waive the premium earnings and any profit distribution, share profit, share interest or dividend (after the deduction of relevant taxes) and the WFOE shall be entitled to such profit distribution, share profit, interest or dividend. Otherwise, the Shareholders shall compensate the WFOE and/or any other entity or individual designated by the WFOE for any loss incurred as a result thereof.
Appears in 1 contract
Sources: Exclusive Call Option Agreement (Sancai Holding Group Ltd.)
Undertakings by the Shareholders. The Each of the Shareholders hereby severally undertakes thatmakes the following undertakings:
6.1 5.1 Within the valid term of this Agreement, it must take all necessary measures to ensure that Hongcheng Education is able to obtain all the Business Permits in a timely manner and all the Business Permits remain effective at any time.
5.2 Within the term of this Agreement, without the WFOE’s prior written consent, any Shareholder:consent by Hongcheng Technology,
6.1.1 5.2.1 no Shareholders shall not transfer or otherwise dispose of any Shareholder Option Equity or create any encumbrance or other third party rights right on any Shareholder Option Equity;
6.1.2 5.2.2 it shall not increase or decrease the Company Hongcheng Education Registered Capital or cause or permit the Company to be divided or merged with any other entityCapital;
6.1.3 5.2.3 it shall not dispose of or cause the management of the Company Hongcheng Education to dispose of any Material Asset of Hongcheng Education Assets (other than in except for the disposal during the ordinary course cause of business), or create any encumbrance or other third party rights on any Material Asset;
6.1.4 5.2.4 it shall not terminate or cause the management of the Company Hongcheng Education to terminate any Material Agreement Agreements entered into by the CompanyHongcheng Education, or enter into any other agreement Material Agreements in conflict with the existing Material Agreements;
6.1.5 5.2.5 it shall not appoint or dismiss and replace any director executive directors or supervisor members of the Company board of directors (if any), supervisors or any other management personnel of the Company who shall Hongcheng Education that should be appointed or dismissed by the Shareholders;
6.1.6 5.2.6 it shall not cause the Company to declare announce the distribution of or in practice release any distributable profit, dividend, share profit or share interestdividend;
6.1.7 5.2.7 it shall ensure that the Company maintains its valid legal existence Hongcheng Education shall validly exist and that such status is not prevent it from being terminated, liquidated or dissolved;
6.1.8 5.2.8 it shall not amend the articles Articles of association Association of the Company;Hongcheng Education; and
6.1.9 5.2.9 it shall ensure that the Company will Hongcheng Education shall not lend or borrow any money, or provide any guarantee or engage in provide security activities in any other formforms, or bear any substantial material obligations other than in during the ordinary course cause 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 Agreements;
(d) appoint or dismiss and replace any director or supervisor of any Subsidiary or any other management personnel of such Subsidiary who shall be appointed or dismissed by the Company;
(e) terminate, liquidate or dissolve any Subsidiary or act in any way that damages or is likely to damage the valid existence of any Subsidiary;
(f) amend the articles of association of any Subsidiary; or
(g) lend or borrow any money, provide any guarantee, engage in security activities in any other form, or bear any substantial obligations other than in the ordinary course of business.
6.2 During 5.3 It must make all its efforts during the term of this Agreement, the Shareholders shall endeavor to the best of their ability Agreement to develop the business of the Company Hongcheng Education, and ensure that the Company’s operations of Hongcheng Education are legal and in compliance with the regulations, regulations and they will that it shall not engage in any act actions or omission omissions which may damage the Company’s (or might harm Hongcheng Education Assets, its Subsidiaries’) assets and/or goodwill business reputation, or affect the validity of the Business Permits of the CompanyHongcheng Education.
6.3 During the term of this Agreement, the Shareholders shall notify the WFOE of any circumstances that may have a material adverse effect on the existence, business operations, financial conditions, assets or goodwill of the Company (including the Subsidiaries’) and take all the measures approved by the WFOE to remove such adverse circumstances or take effective remedial measures with respect thereto in a timely manner.
6.4 Once the WFOE gives the Exercise Notice:
6.4.1 the Shareholders shall promptly convene a meeting of the shareholders, pass shareholder’s resolutions and take all other necessary actions to approve any Shareholder and the Company to transfer all the Transferred Equity or the Transferred Assets at the Transfer Price to the WFOE, and/or any other entity or individual designated by the WFOE, and waive any preemptive right to purchase such interests enjoyed by the Shareholders (if any);
6.4.2 the Shareholders shall promptly enter into an equity transfer agreement with the WFOE and/or any other entity or individual designated by the WFOE to transfer all the Transferred Equity at the Transfer Price to the WFOE and/or any other entity or individual designated by the WFOE and provide necessary support to the WFOE (including the provision and execution of all relevant legal documents, performance of all government approval and registration procedures and assumption of all relevant obligations) in accordance with the WFOE’s requirements and the PRC Law so that the WFOE and/or any other entity or individual designated by the WFOE may acquire all the Transferred Equity, free from and clear of any legal defect or any encumbrance, third party restriction or any other restrictions on the Transferred Equity. 11 / 21
6.5 If the total Transfer Price obtained by any Shareholder with respect to the Transferred Equity held by the shareholder is higher than the capital contribution corresponding with such Transferred Equity in the Company Registered Capital, or any Shareholder receives any form of profit distribution, share profit, share interest or dividend from the Company, then each of the Shareholders agrees, so long as it does not violate any PRC Laws, to waive the premium earnings and any profit distribution, share profit, share interest or dividend (after the deduction of relevant taxes) and the WFOE shall be entitled to such profit distribution, share profit, interest or dividend. Otherwise, the Shareholders shall compensate the WFOE and/or any other entity or individual designated by the WFOE for any loss incurred as a result thereof.
Appears in 1 contract