法律英語No.4：練練超複雜句

英文選自香港基石投資協議，提供翻譯並解析，不吝賜教^^

請翻譯

Clause 5.1 shall not prevent the Investor (or the Investor Subsidiary, as the case may be) from transferring the Relevant Shares to any wholly-owned subsidiary of the Investor ( the 「permitted arrangements」) provided that, in all cases:

(i) such subsidiary shall first give a written undertaking, addressed to the Company and the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners) in terms satisfactory to them, agreeing to, and the Investor, the Guarantor or the Investor Subsidiary (as the case may be) undertakes (in favour of the Company and the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners)) to procure that such subsidiary will, be bound by the Investor』s obligations under this Agreement, including, without limitation, the obligations of the Investor set out in this Clause 5 as if such wholly-owned subsidiary were itself subject to such obligations, and to give the same acknowledgement, representations and warranties given by the Investor under this Agreement prior to such transfer such that the Investor and such subsidiary shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement;

參考譯文

滿足下列所有情況時，5.1條款不應阻止投資者（或投資者子公司，視情況而定）將相關股票轉讓給投資者的任一全資子公司（以下簡稱「受許可的協議安排」）：

（i）該子公司在該類轉讓之前，應先發出書面承諾，送達該公司和全球聯席協調人（以其名義且代表聯席賬簿管理人），承諾條款應使上述公司滿意，同意受到本協議項下的投資者義務（包括但不僅限於條款5所列明的投資者義務）的約束，如同該全資子公司自身受限於該等義務，投資者、擔保人或投資者子公司（視情況而定）承諾（以有利於該公司和全球聯席協調人（以其名義且代表聯席賬簿管理人）的方式）敦促該子公司達成上述同意事項；且該子公司允諾，發出投資者根據本協議規定發出的相同的確認書、承諾和保證，上述兩項同意事項以使投資者和該子公司就所有投資者股而言應被視為投資者，並應個別及連帶承擔本協議項下的責任和義務。

解析

such subsidiary shall first givea written undertaking, addressed to the Company and the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners) in terms satisfactory to them, / agreeing to, / and the Investor, the Guarantor or the Investor Subsidiary (as the case may be) undertakes (in favour of the Company and the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners)) to procure that such subsidiary will, / （1）be bound by the Investor』s obligations under this Agreement, including, without limitation, the obligations of the Investor set out in this Clause 5 as if such wholly-owned subsidiary were itself subject to such obligations, / （2）and to give the same acknowledgement, representations and warranties given by the Investor under this Agreement / prior to such transfer / such that the Investor and such subsidiary shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement;

結構：時間（ prior to such transfer ），子公司應發出承諾，同意（1）受投資者義務約束（相關公司敦促），同意（2）發出相同承諾和保證，結果是視為投資者，承擔個別及連帶責任。

agreeing (1) to be bound by...(2) and to give the same acknowledgement

要翻對複雜句，關鍵在於看清連接詞（to, and, that等）以及動詞單複數、現在時和ing形式。

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