Beijing P. X.’s Shareholders 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 interests.
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. is a limited liability company incorporated and legally existing under the laws of the PRC with independent legal entity. It has full and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently act as a litigation party.
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. 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. 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. 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 directly and/or indirectly hold the relevant equity of Domestic Affiliates and Beijing P.X., including (a) Beijing P.X.’s Shareholders directly/indirectly hold 100% equity of Beijing P.X.; (b) Beijing P.X. actually holds 100% sponsor’s equity interest of Domestic Affiliates .
Beijing P. X.’s Shareholders intend to grant WFOE or its designated purchaser an irrevocable exclusive call option right to purchase all or part of the equity directly and/or indirectly held by Beijing P.X.’s Shareholders from time to time in Domestic Affiliates and Beijing P.X.(hereinafter the “Equity Purchase Rights”), and WFOE intends to accept such Equity Purchase Right granted by Beijing P.X.’s Shareholders. Therefore, after friendly negotiation, the Parties agree on the exclusive call option as follows:
Beijing P. X.’s Shareholders shall sign an equity transfer agreement and other necessary legal documents for the equity transfer of Beijing P.X. and Domestic Affiliates with Equity Purchaser in accordance with the provisions of this Agreement and Equity Transfer Notice;
