Beijing P Sample Clauses
Beijing P. X. and Domestic Affiliates shall sign all further documents reasonably required by Equity Purchaser at any time and take all further actions to make Equity Purchaser become the legal owner of the equity of Beijing P.X. and Domestic Affiliates without any encumbrances and other unfavorable claims and equities.
Beijing P. X. and Beijing P.X.’s Shareholders agree that they will ensure the person designated by WFOE to be the council member of Domestic Affiliates in accordance with the laws and regulations and the procedures stipulated in the articles of association of Domestic Affiliates, and ensure that the person recommended by WFOE to be the council chairperson/ deputy council chairperson (if any) of Domestic Affiliates, and ensure the person designated by WFOE to be the manager, the chief financial officer and other senior managements of Domestic Affiliates.
Beijing P. X.’s Shareholders shall prompt Beijing P.X. and Domestic Affiliates to convene the shareholders’ meeting/school council meeting, and approve the resolutions on the equity transfer of Beijing P.X. and Domestic Affiliates and the revision of the articles of association of Beijing P.X. and Domestic Affiliates;
Beijing P. X. shall not engage in or permit any behaviors or actions that may adversely affect the Pledgee’s interest under the Contractual Agreements or the Pledged Equity.
Beijing P. X. warrants to the Pledgee that the foregoing representations and warranties will be true, accurate and complete and will be completely comply with at any time and in any case before the Contractual Obligations are fully performed or the Secured Debts are fully settled.
Beijing P. X. and Beijing P.X.’s Shareholders agree and covenant that, in the event of the dissolution or liquidation of Domestic Affiliates, firstly, WFOE and/or its authorized persons shall be entitled to exercise actual sponsor’ rights on behalf of the sponsor of Domestic Affiliates, including but not limited to the rights to decide on the dissolution or liquidation of Domestic Affiliates, designate and appoint members of the liquidation group of Domestic Affiliates and/or their agents, approve the liquidation plan and liquidation report; secondly, Beijing P.X. and Beijing P.X.’s Shareholders agree to freely transfer to WFOE or other persons designated by the Listing Company, all property obtained or entitled to it as the actual sponsor of Domestic Affiliates due to the dissolution or liquidation of Domestic Affiliates, and direct the liquidation group of Domestic Affiliates to directly transfer the above property to WFOE and/or other persons designated by the Listing Company; thirdly, if in accordance with PRC laws in force at that time, the foregoing alleged transfer shall not be free, except for the paid transfer and direct delivery according to the instructions, Beijing P.X. and Beijing P.X.’s Shareholders further agree to return the transfer consideration in full and appropriate method to WFOE and/or other persons designated by the Listing Company, and guarantee that WFOE and/or other persons designated by the Listing Company are not subject to any loss.
Beijing P. X. is a limited liability company formally established and validly existing under the laws of PRC, and is officially registered with the competent administrative department for industry and commerce. The registered capital of Beijing P.X. is RMB 10,000,000.
Beijing P. X. has full internal power and authority to enter into and deliver this Agreement and all other documents it shall sign relating to the transactions described in this Agreement, and has full power and authority to complete the transactions described in this Agreement. All consent, permission, waiver, authorization of any third party required to sign this Agreement and perform the Equity Pledge under this Agreement have been obtained or processed, and will remain fully effective during the term of this Agreement.
Beijing P. X. covenants to, at the reasonable requirements of the Pledgee, take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement of this Agreement) to ensure the Pledgee’s pledge rights to the Pledged Equity and the implementation and exercise of such rights.
Beijing P. X.’s Shareholders confirm to WFOE, after the full investment of all capital contributions by the Beijing P.X.’s Shareholders to Beijing P.X., such capital contribution shall be the assets of Beijing P.X., Beijing P.X.’s Shareholders shall not, under any circumstances, require Beijing P.X. to repay the capital contribution and will not require for WFOE’ s compensation for the capital contribution.