Further Undertakings Clause Samples
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Further Undertakings. 7.1 The Seller shall procure that an extraordinary general meeting of the shareholders of the Company is called for the purposes only of considering resolutions (in a form reasonably satisfactory to the Buyer) to appoint the Buyer’s nominees to the Board of Directors and the Board of Commissioners, such meeting to be held on the date (being not later than 60 days after Completion) which is notified to the Seller by the Buyer at least two Business Days before Completion.
7.2 The Buyer agrees that it shall procure that members of the Board of Directors and the Board of Commissioners who are replaced by the Buyer’s nominees at the meeting called in accordance with clause 7.1 (or at any other meeting of shareholders called for that purpose) shall be released and discharged (acquit et décharge) of all their duties and liabilities as directors or commissioners (as the case may be) of the Company as of and for the period up to and including the EGM Date.
7.3 Without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed), the Seller agrees that it shall not, in its capacity as a shareholder of the Company, do any of the things specified in schedule 4 at any time prior to Completion.
7.4 The Seller shall notify the Buyer as soon as reasonably practicable if, to its knowledge, there is a Consultation Event prior to Completion and, to the extent it is able as a shareholder of the Company, it shall (i) cooperate with any reasonable request made by the Buyer and shall use its reasonable endeavours to procure that persons nominated by Table of Contents the Buyer are provided with reasonable access to the Board of Directors and the Board of Commissioners and that (subject to their fiduciary duties and any obligations of confidentiality applicable to them or to the Company) the Board of Directors and the Board of Commissioners shall consult with such persons and provide them with such information which they may reasonably request in connection with the Consultation Event, its effect on the Target Group and/or the steps being taken to alleviate or remedy the Consultation Event.
7.5 Other than in accordance with its obligations under this Agreement, the Seller will not offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of, any Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.
Further Undertakings. (a) The Collateral Giver shall not be entitled to serve any notification on CBL on the basis of Article 18.1 (ii) and/or Article 24.1 of the Collateral Management Service Agreements for Collateral Givers, with respect to, or affecting the functioning of, a CmaX ISA Direct Luxembourg Pledged Securities Account, as long as:
(i) all outstanding Relevant Secured Liabilities connected with that CmaX ISA Direct Luxembourg Pledged Securities Account have not been satisfied in full; and
(ii) the release of the Pledge over the Relevant Pledged Assets to the CmaX ISA Direct Luxembourg Pledged Securities Account has not been irrevocably granted by the Pledgee to the Pledgor in full.
(b) The Collateral Giver shall not be entitled to serve any notification on CBL on the basis of Article 24.3 of the Collateral Management Service Agreements as long as:
(i) all outstanding Relevant Secured Liabilities connected with all CmaX ISA Direct Luxembourg Pledged Securities Accounts (as well as all other outstanding secured liabilities of the Pledgor vis-à-vis the Pledgee involving accounts maintained with, or managed by, CBL under the terms of the Collateral Management Service Agreements) have not been satisfied in full; and
(ii) the release of all pledges in favour of the Pledgee over the Relevant Pledged Assets to all CmaX ISA Direct Luxembourg Pledged Securities Accounts and any other pledges involving accounts maintained with, or managed by, CBL under the terms of the Collateral Management Service Agreements has not been irrevocably granted by the Pledgee to the Pledgor in full.
(c) If the Third-Party Pledge Holder is not the Collateral Giver, it acknowledges and accepts that:
(i) it shall not be entitled to serve any notification on CBL to close a CmaX ISA Direct Luxembourg Pledged Securities Account, as long as: (a) all outstanding Relevant Secured Liabilities connected with that CmaX ISA Direct Luxembourg Pledged Securities Account have not been satisfied in full, and (b) the release of all pledges over the Relevant Pledged Assets to that CmaX ISA Direct Luxembourg Pledged Securities Account has not been irrevocably granted by the Pledgee to the Pledgor in full; and
(ii) it shall not be entitled to serve any notification on CBL to terminate their business relationship as long as: (a) all outstanding Relevant Secured Liabilities connected with all CmaX ISA Direct Luxembourg Pledged Securities Accounts have not been satisfied in full, and (b) the release of all pledges in fa...
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. 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. 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. 11.1 CEDC undertakes to pay, conditional upon Completion having occurred, all reasonably incurred legal, tax and other advisory fees incurred by Lion Capital and any of its Affiliates in relation to this Agreement, the Coinvestor Option Agreement and the Lion/CEDC Commitment Letter, and any of the transactions contemplated by them or arising therefrom, which are incurred during the period from Completion until the Final Discharge Date.
11.2 CEDC undertakes to use its reasonable best endeavours to obtain the Antitrust Approvals as promptly as possible following Completion.
11.3 Conditional upon Completion having occurred Cayman 5 undertakes, during the period between Completion and the Change of Control Date:
11.3.1 to operate the Group in the ordinary course of business, consistent with the manner of its operation at Completion; provided, however, that without limiting the foregoing, the Budget (as defined in the GSA) for the Group and any material amendments to or deviations from it, taken as a whole, including but not limited to investments outside the Budget, shall not be approved or take effect without CEDC’s consent (such consent not to be unreasonably withheld or delayed);
11.3.2 to provide such support and information, and procure that the Group provides such support and information, as CEDC may reasonably request in connection with: (i) CEDC’s applications for the Antitrust Approvals; and (ii) any litigation, arbitration or other proceedings or claims relating to the Group, including but not limited to any tax claims or other claims against Cirey Holdings Inc or its Affiliates under the Original Sale Agreement (as defined in the New Option Agreement) (and, for the avoidance of doubt, no such proceeding or claim may be paid or settled without the consent of CEDC, such consent not to be unreasonably withheld or delayed);
11.3.3 to the extent permitted by law, to reorganise the corporate or capital structure of the Group as CEDC may reasonably direct;
11.3.4 to the extent permitted by law, to cause the Group to pay such dividends and make distributions from time to time as CEDC may reasonably direct;
11.3.5 to conduct or support the conduct of a process for a sale to a third party or initial public offering of the Group, or part thereof, at the request of CEDC; provided that such process and the terms and conditions of any such sale or public offering shall be conducted in such manner and on such terms as CEDC shall determine;
11.3.6 not to transfer t...
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:
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. 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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);