Party C shall provide sufficient assistance in connection with the exercise by the Trustee and/or Party A of the Entrusted Rights, including, when necessary (for example, in order to meet the requirements to submit documents as required for the approval by, registration or filing with, governmental authorities, or the requirements of laws and regulations, regulatory documents, the articles of association, or instructions or order of other governmental authorities), immediately executing relevant legal documents, including but not limited to a resolution of Party Bs shareholders meeting made by the Trustee and/or Party A, or a power of attorney which specifies the specific scope of authorization (if any of relevant laws and regulations or articles of association or other regulatory documents requires).
Party C unconditionally and irrevocably undertakes that it will sign a power of attorney (the Power of Attorney) in the substance and form as shown in hereto after the execution of this Agreement, to respectively authorize Party A or any person as designated by Party A according to Party As instruction (the Trustee) to exercise all shareholders rights available to it as the shareholders of Party B in accordance with Party Bs articles of association then in effect and applicable laws and regulations. Such shareholders rights (the Entrusted Rights) include without limitation:
Party C irrevocably agrees that when Party A proposes a written request in respect of the exercise of the Entrusted Rights, Party C shall take actions in accordance with the written request within three (3) days after the receipt of such written request, in order to satisfy Party As request to exercise the Entrusted Rights.
Exercise Rights. The Warrants will be exercisable for Exercise Consideration in the manner, and subject to the terms, set forth in [Section 5] of the Warrant Agreement.
Party C shall confirm and acknowledge, and assume relevant legal liabilities in respect of, any legal consequence arising from the exercise of the aforesaid Entrusted Rights by the Trustee and/or Party A.
It is Party Bs legal shareholder registered with the administration for industry and commerce and recorded on the register of shareholders when this Agreement comes into force. Other than the rights set forth in this Agreement, the Equity Pledge Agreement and the Exclusive Call Option Agreement, no other third party rights exist over the Entrusted Rights. In accordance with this Agreement, Party A and/or the Trustee may fully and sufficiently exercise the Entrusted Rights pursuant to Party Bs articles of association then in effect.
No Shareholder Rights Before Exercise. No person shall have any of the rights of a shareholder of the Company with respect to any Shares subject to the Option until the Shares actually are issued to him/her upon exercise of the Option.
No Exercise of Appraisal Rights. Such Stockholder forever waives and agrees not to exercise any appraisal rights or dissenters’ rights, including pursuant to [Section 262] of the DGCL, in respect of such Stockholder’s Subject Shares that may arise in connection with the Offer or the Merger.
Exercise of Rights and Remedies. Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties:
Exercise. Options and SARs shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee.
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