Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall: 6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee; 6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee; 6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement. 6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person. 6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement. 6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time. 6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 7 contracts
Samples: Equity Pledge Agreement (China Liaoning Dingxu Ecological Agriculture Development, Inc.), Equity Pledge Agreement (TK Star Design, Inc.), Equity Pledge Agreement (TK Star Design, Inc.)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer registration of the Share Certificates Pledge with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary as necessary, within a reasonable timeamount of time upon request.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that as a result of the Pledgors do not failing perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 6 contracts
Samples: Equity Pledge Agreement (International Packaging & Logistics Group Inc.), Equity Pledge Agreement (Rodobo International Inc), Equity Pledge Agreement (China Energy Recovery, Inc.)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;.
6.1.2 Comply comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Consulting Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer registration of the Share Certificates Pledge with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary as necessary, within a reasonable timeamount of time upon request.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that as a result of the Pledgors do not failing perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 3 contracts
Samples: Equity Pledge Agreement (Neologic Animation Inc), Equity Pledge Agreement (China Chemical Holding Co), Equity Pledge Agreement (Amico Games Corp.)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any registration of the Pledge or any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary as necessary, within a reasonable timeamount of time upon request.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that as a result of the Pledgors do not failing perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 3 contracts
Samples: Equity Pledge Agreement (Endo Networks Inc), Equity Pledge Agreement (S.E. Asia Trading Company, Inc.), Equity Pledge Agreement (S.E. Asia Trading Company, Inc.)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Target Company to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated June 8, 2008 among Pledgee, Pledgors and Target Company and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 3 contracts
Samples: Share Pledge Agreement (China Finance Online Co. LTD), Share Pledge Agreement (China Finance Online Co. LTD), Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During the effective term of this AgreementTerm, the Pledgors promise represent and warrant to the Pledgee for its the Pledgee’s benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interestPledged Collateral, nor create or permit to create any pledges pledge or encumbrance to the Pledged Collateral which may have an adverse effect on adversely affect the rights or and/or benefits of the Pledgee without the Pledgee’s prior written consent from the Pledgee;consent.
6.1.2 Comply with and implement the laws and regulations with respect to the pledge of rightsPledge; present to the Pledgee the any notices, orders or suggestions advisements with respect to the Pledge that may be issued or made by the a competent PRC authority within five (5) days upon receiving such notices, orders or suggestionsadvisements; and comply with such notices, orders or suggestionsadvisements; or object to the foregoing matters at upon the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest Pledged Collateral or any part of its rightthe Pledgors’ rights thereto, and any events or any received notices which may change any of the Pledgor’s any warranty and obligation under this Agreement Pledgors’ warranties or affect the Pledgor’s performance of its their obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from pursuant to this Agreement shall not be suspended or inhibited by any legal procedure launched proceedings initiated by the Pledgor Pledgors, jointly or separately, or by any successors successor of the Pledgor or any person authorized by the Pledgor or any such other personPledgors.
6.3 The Pledgors promise represent and warrant to the Pledgee that in order to protect or and perfect the security for the payment of the Consulting Services FeesFee, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise represent and warrant to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee.
6.5 The Pledgors represent and warrant to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee abide by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the relevant guarantees, covenants, warranties, representations and conditions for necessary to insure the benefits rights of the PledgeePledgee under this Agreement. The Pledgors shall compensate all the losses suffered by the Pledgee for as a result of the reasons that the Pledgors do not Pledgors’ failure to perform or fully perform their any such guarantees, covenants, warranties, representations and or conditions.
Appears in 3 contracts
Samples: Equity Pledge Agreement (China Bio-Energy Corp.), Equity Pledge Agreement (A.G. Volney Center, Inc), Equity Pledge Agreement (T.O.D. Taste on Demand Inc)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of the target company to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated Aug 1, 2016 among Pledgee, Pledgors, China Finance Online Co., Ltd. and the target company and Pledgors may transfer the Share Equity to China Finance Online Co., Ltd. or to each other to the extent such transfer will not effect Pledgee’s interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledgee pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 2 contracts
Samples: Share Pledge Agreement (China Finance Online Co. LTD), Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During 7.1 Pledgors hereby covenant to the effective Pledgee for the benefit of the Pledgee, that during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer 7.1.1 except for transferring to Bona International Film Group Limited or assign any institution or person designated by it [in accordance with the equity interest“Amended Equity Voting Rights Authorization and Equity Option Agreement” dated March 9, create 2010,] or permit to create any pledges which may have an adverse effect on among Pledgors without affecting the rights or benefits validity of the Pledge (provided that assignor shall notify the Pledgee in advance), without the prior written consent from the Pledgee;, not transfer the equity interests, place or permit the existence of any security interest or other encumbrance which may affect the Pledgee’s right or interest, or cause the board of directors of [Affiliated Consolidated Entity] to make any resolution which relates to the sale / assignment / pledge or disposal of any lawful usufruct on equity interests in any other means or permits to set any other encumbrance on such equity interests.
6.1.2 Comply 7.1.2 comply with and implement the provisions of all laws and regulations with respect applicable to the pledge of rights; , and on receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall promptly present the aforementioned notice, order or recommendation to the Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon the Pledgee’s reasonable request or upon consent of the Pledgee;
7.1.3 promptly notify the Pledgee of any event or notice received by Pledgors that may have an impact on the noticesPledgee’s rights to the Equity Interest or any portion thereof, orders as well as any event or suggestions notice received by Pledgors that may have an impact on any warranties and other obligations of Pledgors arising out of this Agreement.
7.2 Pledgors agree that the rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended interrupted or inhibited harmed by Pledgors or any heirs or representatives of Pledgors or any other persons through any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other personproceedings.
6.3 The Pledgors promise to the Pledgee that in order to 7.3 To protect or perfect the security interest granted by this Agreement for the payment of the Services FeesPledged Liability, the Pledgors shall hereby undertake to execute in good faith and to cause other parties who have interests an interest in the pledge Pledge to execute all the title certificates, contractsagreements, deeds and/or covenants required by the Pledgee. Pledgors undertake to perform and perform actions and to cause other parties who have interests an interest in the Pledge to take action, as perform actions required by the Pledgee; and make access , to facilitate the exercise by the Pledgee of its rights and authorization vested in the Pledgee under authority granted thereto by this Agreement.
6.4 The Pledgors promise , and to the Pledgee that they will execute enter into all amendment relevant documents (if applicable and necessary) in connection with any transfer regarding ownership of the Share Certificates Equity Interest with the Pledgee or its designated person designee(s) of the Pledgee (natural person or a persons/legal entitypersons), and . Pledgors undertake to provide the noticePledgee within a reasonable time with all notices, order orders and decision decisions regarding the Pledge that are required by the Pledgee. Pledgors also undertake to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with obey and perform all the guarantees, covenants, warranties, representations promises, agreements, presentations and conditions for the benefits of the Pledgeeconditions. The In case Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform fail or fully partly fail to perform their guaranteeswarranties, covenantspromises, warrantiesagreements, representations and conditions, Pledgors shall compensate to the Pledgee for all direct losses suffered thereby.
Appears in 2 contracts
Samples: Equity Pledge Agreement (Bona Film Group LTD), Equity Pledge Agreement (Bona Film Group LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Target Company to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated November 1, 2012 among Pledgee, Pledgors and Target Company and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 2 contracts
Samples: Share Pledge Agreement (China Finance Online Co. LTD), Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices notices, which may affect the Pledgor’s 's equity interest or any part of its right, and any events or any received notices notices, which may change the Pledgor’s 's any warranty and obligation under this Agreement or affect the Pledgor’s 's performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s 's right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any registration of the Pledge or any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary as necessary, within a reasonable timeamount of time upon request.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that as a result of the Pledgors do not failing perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 2 contracts
Samples: Equity Pledge Agreement (Kinglake Resources Inc.), Equity Pledge Agreement (Kinglake Resources Inc.)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of Target Company to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated June 8, 2008 among Pledgee, Pledgors and Target Company and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee’s interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 2 contracts
Samples: Share Pledge Agreement (China Finance Online Co. LTD), Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Target Company to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated February 12, 20114 among Pledgee, Pledgors and Target Company and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of Decheng to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated November 30th, 2009 among Pledgee, Pledgors and Decheng and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee’s interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of SPE to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, unless otherwise provided the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Call Option and Cooperation Agreement among Pledgors, Pledgee and SPE, or Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect validity of Pledge Rights hereunder (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to perform or fully partially perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Covenants of Pledgors. 6.1 During the effective term of this AgreementTerm, the Pledgors promise represent and warrant to the Pledgee for its the Pledgee’s benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interestPledged Collateral, nor create or permit to create any pledges pledge or encumbrance to the Pledged Collateral which may have an adverse effect on adversely affect the rights or and/or benefits of the Pledgee without the Pledgee’s prior written consent from the Pledgee;consent.
6.1.2 Comply with and implement the laws and regulations with respect to the pledge of rightsPledge; present to the Pledgee the any notices, orders or suggestions advisements with respect to the Pledge that may be issued or made by the a competent PRC authority within five (5) days upon receiving such notices, orders or suggestionsadvisements; and comply with such notices, orders or suggestionsadvisements; or object to the foregoing matters at upon the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest Pledged Collateral or any part of its rightthe Pledgors’ rights thereto, and any events or any received notices which may change any of the Pledgor’s any warranty and obligation under this Agreement Pledgors’ warranties or affect the Pledgor’s performance of its their obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from pursuant to this Agreement shall not be suspended or inhibited by any legal procedure launched proceedings initiated by the Pledgor Pledgors, jointly or separately, or by any successors successor of the Pledgor or any person authorized by the Pledgor or any such other personPledgors.
6.3 The Pledgors promise represent and warrant to the Pledgee that in order to protect or and perfect the security for the payment of the Consulting Services FeesFee, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise represent and warrant to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person appointed representative (whether a natural person or a legal entity)) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.Equity Pledge Agreement
Appears in 1 contract
Covenants of Pledgors. Each Pledgor severally (but not jointly and severally) covenants and agrees so long as this Agreement is in effect as follows:
6.1 During It shall perform and comply with all obligations and conditions on its part to be performed hereunder, required to be performed under the effective term Constituent Agreement and with respect to the Collateral; provided, if any Pledgor shall fail to perform and comply, the other Pledgor shall be provided a reasonable time period in which to cure such failure or non-compliance not to exceed thirty (30) days.
6.2 It shall, so long as any Obligations shall be outstanding, defend (at Premier's sole cost and expense) its title to the Collateral and the interest of the Trustee in the Collateral pledged hereunder against the claims and demands of all persons whomsoever.
6.3 It shall not directly or indirectly create, incur, assume or from and after the Closing Date, suffer to exist any Liens on or with respect to any part of the Collateral (other than the Lien created by this Agreement and other Permitted Liens).
6.4 It will not file or authorize or authenticate or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which the Trustee is not named as the sole secured party.
6.5 Except as permitted by the Indenture, this Agreement or the other Financing Documents, it will not cause, suffer or permit the sale, assignment, conveyance or other transfer of all or any portion of its ownership interest or interests in Premier. As used herein, the transfer of an ownership interest in Premier includes (i) the sale, assignment, pledge, hypothecation, transfer or other disposition (voluntarily or involuntarily, by gift or otherwise, and whether as security or otherwise) of an equity interest in any Person substantially all of the assets of which consist directly or indirectly of an interest in Premier, or (ii) the merger or consolidation of a Person referred to in clause (i), with another Person.
6.6 Except as permitted by the Indenture and except as to ministerial amendments or modifications, it shall not terminate the Constituent Agreement or modify or amend the Constituent Agreement . in any manner that would or is reasonably likely to adversely affect the Trustee's interests in the Collateral or under this Agreement, without the Trustee's prior written consent obtained in accordance with Section 9.02 of the Indenture. Within fifteen (15) days after entering into any modification or amendment to the Constituent Agreement, the Pledgors promise shall deliver to the Pledgee Trustee a true, complete and correct copy of such modification or amendment.
6.7 It shall give to the Trustee prompt notice of (i) each material demand or notice received or given by it relating to the Constituent Agreement; and (ii) any Default, Event of Default or event which with the giving of notice or the passage of time or both might become an Event of Default (as "Default" and "Event of Default" are defined in the Constituent Agreement) under the Constituent Agreement, whether by Premier, any Pledgor or any other Person, of which it has knowledge or has received written notice.
6.8 If it, in its capacity as an owner of Premier, receives any income or distribution of money or property of any kind from Premier other than as permitted hereby or by EXECUTION VERSION the Financing Documents, it shall hold such income or distribution as trustee for and shall deliver the same to the Trustee for deposit and application in accordance with the Financing Documents.
6.9 It will, at all times, keep accurate and complete records in all material respects of the Collateral. It shall permit representatives of the Trustee, upon reasonable prior written notice, at any time during normal business hours of such Pledgor (without disrupting the business or affairs of Pledgor) to inspect and make abstracts from (at Premier's sole cost and expense) such Pledgor's books and records pertaining to the Collateral. Upon the occurrence and during the continuation of any Event of Default, at the Trustee's request, it shall promptly deliver copies of any and all such records to the Trustee.
6.10 It shall notify the Trustee within 15 Business Days' of changing the location at which its benefit books and records are kept or state of organization and shall at the expense of Premier execute and deliver, and authorize the filing of, such records, instruments and documents as may be reasonably required by the Trustee to maintain a prior perfected security interest in the Collateral.
6.11 In the event notification is given to any account debtor of Premier to discharge its obligations by paying the Trustee (under Section 9-406 of the UCC or otherwise), such notification shall be binding until the Trustee gives alternate instructions. It shall not give, provide, authenticate or deliver, nor authorize the giving, provision, authentication or delivery of, alternate instructions unless the Trustee expressly authenticates a record stating that the Pledgors shall:Obligations have been repaid in full or otherwise expressly authorizes such Pledgor to give alternate instructions. Notwithstanding the foregoing in this Section 6.11, the Trustee is only authorized and permitted to give such notification to an account debtor of Premier after the occurrence and during the continuance of an Event of Default. Under no circumstances shall the Trustee contact or notify any account debtor of either of the Pledgors.
6.1.1 Not transfer or assign the equity interest, 6.12 It shall not create or permit to create be created any pledges which may have an adverse effect on additional limited liability company interests in Premier unless: (a) the rights or benefits new members of Premier pledge their limited liability company interests in Premier to the Trustee as provided in this Agreement (including delivery of the Pledgee without prior written consent certificates representing such membership interests to the Trustee); (b) such new member duly executes and delivers a counterpart signature page to this Agreement and an "Agreement to be Bound" in the form of Exhibit C; (c) a legal opinion from counsel reasonably acceptable to the Pledgee;
6.1.2 Comply with Trustee and implement laws and regulations substantially similar to the legal opinions with respect to the pledge Pledgors and this Agreement delivered by the Pledgors on the date hereof, confirming the Trustee has a first priority perfected security interest in the Collateral held by such new members; and (d) the new members have paid, or have caused Premier to pay, the Trustee's attorneys fees and costs in connection therewith; provided, however, that Pledgors may, in addition, assign or sell all or any portion of rights; present their respective Collateral to any Affiliate or Related Person as long as (i) such sale is expressly made subject to the Pledgee security interest created by this Agreement, (ii) the noticesPerson which acquires such Collateral, orders or suggestions with respect at the time it acquires such Collateral, duly executes and delivers to the Pledge issued or Trustee a counterpart signature page to this Agreement and an "Agreement to be Bound" in the form of Exhibit C, (iii) such sale is made in accordance with the terms and provisions of the Constituent Agreement and, to the extent applicable, the Indenture, (iv) a legal opinion from counsel reasonably acceptable to the Trustee and substantially similar to the legal opinions delivered by the competent authority within five (5) days upon receiving Pledgors on the date hereof, confirming the Trustee has a first priority perfected security interest in the Collateral held by such notices, orders Affiliate or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its rightRelated Person, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.EXECUTION VERSION
Appears in 1 contract
Samples: Pledge and Security Agreement (Premier Finance Biloxi Corp)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s 's equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s 's any warranty and obligation under this Agreement or affect the Pledgor’s 's performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s 's right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer registration of the Share Certificates Pledge with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary as necessary, within a reasonable timeamount of time upon request.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that as a result of the Pledgors do not failing perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Target Company to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated March 29, 2011 among Pledgee, Pledgors and Target Company and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interestEquity Interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest Equity Interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of Shangtong to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated August 3rd, 2009 among Pledgee, Pledgors and Shangtong and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee’s interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer registration of the Share Certificates Pledge with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Shanda Networking to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated December 30, 2003 among Pledgee, Pledgors and Shanda Networking and Pledgors may transfer the Share Exxxxx to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as a pledgee pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/ legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the notice, order and decision to the Pledgee Pledge Rights requested by who considers to be necessary within reasonable timePledgee.
6.5 The 7.4 Pledgors promise hereby warrant to the Pledgee that they will that, for Pledgee's benefit, Pledgors shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (Shanda Interactive Entertainment LTD)
Covenants of Pledgors. 6.1 During i. The Pledgors hereby warrant to the effective Pledgee in the interest of the Pledgee that, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors Pledgor shall:
6.1.1 Not transfer a) Complete the registration of equity pledge under this Agreement with the Administration for Industry and Commerce subject to the provisions of this Agreement;
b) No equity shall be transferred without the prior written consent of the Pledgee, and no new pledge or assign the equity interest, create or permit to create any pledges which other security interest that may have an adverse effect on affect the rights or benefits and interests of the Pledgee without prior written consent from shall be created or permitted on the Pledgeepledge;
6.1.2 c) Comply with and implement enforce the provisions of all laws and regulations with respect to the concerning pledge of rights; , and to present to the Pledgee the noticessuch notice, orders order or suggestions with respect proposal to the Pledge issued or made by the competent authority Pledgee within five (5) days upon receiving such noticesreceipt of the notice, orders instruction or suggestions; proposal issued or formulated by the competent authority concerned in respect of pledge, and to comply with such noticesnotice, orders instruction or suggestions; proposal, or object to the foregoing make objections and statements on such matters at the reasonable request of the Pledgee or with the consent from of the Pledgee;
6.1.3 Timely d) Promptly notify the Pledgee of any events event or any notice received notices which that may affect cause the Pledgor’s Pledgors an impact on the rights of the equity interest or any part of its rightthereof, and of any events change of warranty, obligation by the Pledgors, or any event or notice received notices which that may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under cuase an impact as set forth in this Agreement.
6.2 ii. The Pledgors agree warrants that the Pledgee’s right to exercise of the Pledge obtained from rights of the Pledgees in accordance with the terms of this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched proceedings by the Pledgor Pledgors or any successors successor to the Pledgors or the principal of the Pledgor Pledgors or any other person authorized by passing through the Pledgor or any such other personproceedings.
6.3 iii. The Pledgors promise warrants to the Pledgee Pledgees that in order to protect or perfect improve the security for the payment guarantee of the Services Feesobligations of the Pledgors and the Company under the Master Agreement, the Pledgors shall execute sign in good faith and cause prompt other parties who have interests with an interest in the pledge Pledge to execute sign all the title rights certificates, contractscovenants, and/or perform and prompt other interested parties to perform actions and cause other parties who have interests to take action, as the acts required by the Pledgee; , and make access to facilitate the exercise of the rights and authorization vested in authorizations granted to the Pledgee Pledgees under this Agreement.
6.4 iv. The Pledgors promise warrants to the Pledgees that the Pledgor shall sign with the Pledgee that they will execute or his designated person (natural person/legal person) all amendment change documents (if applicable and necessary) in connection with any transfer of relating to the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), equity certificate and to provide the noticePledgee, order within a reasonable period of time, with all notices, orders and decision decisions concerning the pledge that it deems necessary.
v. The Pledgors warrants to the Pledgee that, for the benefit of the Pledgee, the Pledgors shall abide by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the warranties, guarantees, covenantsagreements, statements and conditions. If the Pledgors fails to comply with, fail to perform or fail to fully perform the warranties, representations guarantees, agreements, statements and conditions conditions, the Pledgors shall compensate the Pledgee for the benefits of the Pledgeeall reasonable losses suffered therefrom.
vi. The Pledgors shall compensate all not carry out or permit any act or action which may adversely affect the losses suffered by interests or pledge of the Pledgees under the Transaction Agreement and this Agreement. The Pledgors waive the preemptive right when the Pledgee for realizes the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditionspledge.
Appears in 1 contract
Samples: Equity Pledge Agreement (Mercurity Fintech Holding Inc.)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of Chongzhi to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated June 8, 2008 among Pledgee, Pledgors, and Chongzhi and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee’s interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Fuhua to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated March 3, 2008 among Pledgee, Pledgors, China Finance Online Co., Ltd. and Fuhua and Pledgors may transfer the Share Equity to China Finance Online Co., Ltd. or to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledgee pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shallContract:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of CFO Zhongcheng to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option Agreement dated January 5, 2010 among Pledgors, Pledgee and CFO Zhongcheng or Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect the validity of pledge (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledgee pursuant to this Agreement Contract shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Contract to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Contract (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During (1) Each Pledgor covenants to the effective Pledgee that during the term of this Agreement, such Pledgor shall:
(a) save for the Pledgors promise transfer of the equity interests to the Pledgee for or its benefit that nominee pursuant to the Pledgors shall:
6.1.1 Not transfer or assign the equity interestExclusive Option Agreement, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from by the Pledgee, not transfer any equity interest directly or indirectly in any manner, and not create or permit the existence of any pledge or any other encumbrance or other dispose of the equity interests that may affect the rights and interests of the Pledgee;
6.1.2 Comply (b) comply with and implement exercise in accordance with all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the noticesPledge, orders or suggestions with respect to the Pledge issued or made by the competent authority and within five (5) business days upon receiving such noticesof the receipt of any notice, orders instruction or suggestions; recommendation issued or made by relevant competent authorities, produce to the Pledgee and comply with such noticesthe abovementioned notice, orders instruction or suggestions; recommendation, or object to the foregoing matters at the make objections and statements upon reasonable request of the Pledgee or with consent from of the Pledgee;
6.1.3 Timely (c) promptly notify the Pledgee of any events event or any notice received notices which that may affect have an impact on the Pledgor’s Pledgors’ right over the equity interest interests or any part of its rightthereof, and any events event or any notice received notices which that may change the Pledgor’s any warranty warranties and obligation obligations of the Pledgors under this Agreement or affect have an impact on the Pledgor’s performance of its the Pledgors’ obligations under this Agreement.
6.2 (2) The Pledgors agree that the Pledgee’s right to exercise of the Pledge obtained from rights acquired by the Pledgee in accordance with this Agreement shall not be suspended interrupted or inhibited by any legal procedure launched hindered by the Pledgor Pledgors or any successors heir, legal spouse of the Pledgor Pledgors or any person authorized by trustor of the Pledgor Pledgors or any such other personperson through divorce, inheritance or any other legal proceedings.
6.3 (3) The Pledgors promise undertake to the Pledgee that in order to protect for the purpose of protecting or perfect perfecting the security for the payment by this Agreement of the Services Feestechnology development, consulting and service fees under the Service Agreement, the Pledgors shall will execute in good faith faith, and cause procure other parties who have interests an interest in the pledge Pledge to execute all the title certificates, contracts, deeds and/or perform and perform actions and cause procure other parties who have interests an interest in the Pledge to take action, as perform actions required by the Pledgee; and make access to , facilitate the exercise by the rights Pledgee of its right and authorization vested in the Pledgee under granted thereto by this Agreement.
6.4 The Pledgors promise to , and enter into all relevant documents regarding the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer ownership of the Share Certificates equity interest with the Pledgee or its designated person nominee(s) (natural person or a natural/legal entitypersons), and provide the noticePledgee with all notices, order orders and decision to the Pledgee by who considers to be decisions they consider necessary within a reasonable time.
6.5 (4) The Pledgors promise undertake to the Pledgee that they will comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for under this Agreement. In the benefits event of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform failure or fully perform their guaranteespartial performance of its warranties, covenants, warrantiesagreements, representations or conditions, the Pledgors shall indemnify the Pledgee against all losses resulting therefrom.
(5) The Pledgors undertake to the Pledgee that upon the date of this Agreement, the Pledgors and conditions.the Domestic Company shall record the Pledge on the register of shareholders of the Domestic Company, and the Pledgors shall complete, and procure the Domestic Company to complete the registration of the Pledge to relevant registration authorities within sixty (60) days from the date of this Agreement. Equity Pledge Agreement 5
Appears in 1 contract
Covenants of Pledgors. 6.1 During Each Pledgor agrees that it will not (i) sell, assign (by operation of law or otherwise) transfer, exchange or otherwise dispose of, or grant any option with respect to, any of the effective term of this Collateral, in each case except as provided for in the Credit Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, (ii) create or permit to create exist any pledges Lien, option or other charge or encumbrance upon or with respect to any of the Collateral, except for the Lien under this Pledge Agreement and Permitted Liens, (iii) file any affidavit for replacement of lost membership interest certificates, limited liability company interest certificates, unlimited liability company interest certificates, limited partnership interest certificates or capital stock certificates, if applicable or (iv) vote the Collateral in favor of or consent to any resolution which may have an adverse effect might result in any restrictions upon the sale, transfer or disposition of the Collateral. Each Pledgor further agrees that it will take all actions necessary to cause the issuers listed on the rights Exhibits hereto not to issue any membership interests, limited liability company interests, unlimited liability company interests, limited partnership interests, capital stock or benefits of other securities in addition to or in substitution for the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with and implement laws and regulations Collateral or exercise any right with respect to the pledge Collateral which would adversely affect Administrative Agent’s rights in the Collateral. Each Pledgor further agrees to execute all such instruments, documents, and papers, and will do all such acts as Administrative Agent may request from time to time to carry into effect the provisions and intent of rights; present to this Pledge Agreement, including, without limitation, the Pledgee the noticesexecution of stop transfer orders, orders or suggestions transfer powers and other instruments of assignment executed in blank, and will do all such other acts as Administrative Agent may request with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; perfection and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request protection of the Pledgee first Lien granted herein and the assignment effected hereby. Each Pledgor shall, in accordance with Section 2 of this Pledge Agreement, deliver to Administrative Agent original membership interest certificates, limited liability company interest certificates, unlimited liability company interest certificates, limited partnership interest certificates or stock certificates evidencing all of the Pledged Interests (and appropriate transfer powers duly signed in blank by Pledgor with consent from respect thereto). As of the Pledgee;
6.1.3 Timely notify time when the Pledgee of any events or any received notices which may affect the Pledgor’s equity respective membership interest, limited liability company interest, unlimited liability company interest or limited partnership interest comprising the Pledged Interests are certificated, each Pledgor shall (i) have caused any part of its rightmembership interest comprising the Pledged Interests to become a “security” within the meaning of, and to be governed by, Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of formation and each other applicable jurisdiction and (ii) deliver evidence to Administrative Agent, in form and substance reasonably satisfactory to Agent, of the completion of the actions required by clause (i) above. Once any events or any received notices which may change the Pledgor’s any warranty Pledgor has established that a Pledged Interest is governed by Article 8, such Pledgor agrees that it shall not, and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by permit any legal procedure launched by other Person to cause such Pledged Interest to “opt-out” of Article 8 without the Pledgor or any successors prior written consent of the Pledgor or any person authorized by the Pledgor or any such other personAdministrative Agent.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not not transfer or assign the equity interestEquity Interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest Equity Interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The the Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer registration of the Share Certificates Pledge with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary as necessary, within a reasonable timeamount of time upon request.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for as a result of the reasons that the Pledgors do not Pledgers’ failing perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During So long as this Agreement has not been terminated as provided hereafter, the effective term Pledgors:
(a) will defend the Collateral against the claims of all other persons; (b) will keep the Collateral free from all security interests or other encumbrances, except for the Security Interest and except for Permitted Liens (as defined in the Loan Agreement); (c) except as permitted by the Loan Agreement, will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Bank; (d) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records with respect to such Collateral, and upon the Bank's request will mark any of such records and all or any other Collateral to give notixx xf the Security Interest and will permit the Bank or its agents to inspect the Collateral and to audit and make abstracts of such records or any Pledgor's books, ledgers, reports, correspondence and other records (subject to the limitations set forth in the Loan Agreement); (e) upon demand, will deliver to the Bank any Documents and any Chattel Paper representing or relating to the Collateral or any part thereof or any other documents representing or relating to any dispositions of the Collateral and Proceeds thereof and any and all other schedules, documents and statements that the Bank may from time to time request; (f) will keep the Collateral at the addresses set forth above until the Bank is notified in writing of any change in its location, and no Pledgor will change the location of the Pledgor's chief executive office without prior written notice given to the Bank; (g) will notify the Bank promptly in writing of any change in any Pledgor's address, name, trade names or identity from that specified above or of any change in the location of the Collateral; (h) will not change its legal name or reincorporate or reorganize itself under the laws of any other jurisdiction; (i) will permit the Bank or its agents to inspect the Collateral (subject to any limitations set forth in the Loan Agreement); (j) will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Pledgors promise Collateral; (k) will execute and deliver to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with Bank such financing statements and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made other documents requested by the competent authority within five (5) days upon receiving Bank, and take such noticesother action and provide such further assurances as the Bank may deem advisable to evidence, orders perfect or suggestionsenforce the Security Interest created by this Agreement; and comply with such notices(l) will pay all taxes, orders assessments and other charges of every nature that may be levied or suggestions; or object to assessed against the foregoing matters at Collateral (unless the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute same are being contested in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreementfaith).
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shallContract:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of CFO Premium to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option Agreement dated June 2, 2009 among Pledgors, Pledgee and CFO Premium or Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect the validity of pledge (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledgee pursuant to this Agreement Contract shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Contract to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Contract (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During Each Pledgor hereby covenants and agrees as follows:
(a) To do or cause to be done all things necessary to preserve and to keep in full force and effect their interest in the effective term Pledged Collateral, and to defend, at each Pledgor’s sole expense, as applicable, the title to the Pledged Collateral and any part of the Pledged Collateral;
(b) To cooperate fully with Agent’s reasonable efforts to preserve the Pledged Collateral and to take such actions to preserve the Pledged Collateral as Agent may direct (acting at the direction of the Required Lenders);
(c) To cause each Issuer to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Pledged Collateral and which reflect the lien of Agent on the Pledged Collateral;
(d) To deliver immediately to Agent any certificates that may be issued following the date of this AgreementAgreement representing the Pledged Collateral, and to execute and deliver to Agent one or more transfer powers, substantially in the Pledgors promise form of Schedule III attached hereto or otherwise in form and content satisfactory to Agent (acting at the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits direction of the Pledgee without prior written consent from Required Lenders), pursuant to which such Pledgor assigns, in blank, all Pledged Collateral (the Pledgee“Transfer Powers”), which Transfer Powers shall be held by Agent as part of the Pledged Collateral;
6.1.2 Comply with and implement laws and regulations (e) To deliver to Agent such financing statements as Agent may reasonably request (acting at the direction of the Required Lenders) with respect to the pledge Pledged Collateral, and to take such other steps as Agent may from time to time reasonably request (acting at the direction of rights; present the Required Lenders) to perfect Agent’s security interest in the Pledgee Pledged Collateral under applicable law;
(f) Not to sell, discount, allow credits or allowances, assign, extend the noticestime for payment on, orders convey, lease, assign, transfer or suggestions otherwise dispose of the Pledged Collateral or any part of the Pledged Collateral;
(g) After the occurrence of an Event of Default and during the continuation thereof, not to receive any dividend or distribution or other benefit with respect to any Issuer, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the Pledge issued terms and provisions of this Agreement or made any of the other Financing Documents, or that would materially impair the position or interest of Agent in the Pledged Collateral or dilute the Pledged Collateral;
(h) Except as specifically permitted by the competent authority Credit Agreement, not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Pledged Collateral, other than liens in favor of Agent, for its benefit and the benefit of the Lenders;
(i) Such Pledgor will, upon obtaining ownership of any other Pledged Collateral otherwise required to be pledged to Agent, for the benefit of itself and the Lenders, pursuant to any of the Financing Documents, within five (5) days upon receiving Business Days of obtaining ownership, deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such noticesadditional Pledged Collateral pursuant to which such Pledgor shall pledge to Agent, orders or suggestions; for the benefit of itself and comply with the Lenders, all of such notices, orders or suggestions; or object additional Pledged Collateral. Prior to the foregoing matters at delivery thereof to Agent, all such additional Pledged Collateral shall be held by Pledgors separate and apart from its other property and in express trust for Agent, for the reasonable request benefit of itself and the Lenders;
(j) Such Pledgor consents to the admission of Agent (and its assigns or designee) as a member, partner or stockholder of each Issuer, as applicable, upon Agent’s acquisition of any of the Pledgee or with consent from the PledgeePledged Collateral;
6.1.3 Timely notify (k) All of the Pledgee Pledged Collateral of any events or any received notices which may affect such Pledgor that is in certificated form, will continue to be registered in the name of such Pledgor’s equity interest or any part ; and
(l) All of its rightthe Pledged Equity of such Pledgor that is issued by an Issuer that is not a corporation, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement (i) shall not be suspended (A) dealt in or inhibited traded on securities exchanges or in securities markets, (B) deemed to be investment company securities, (C) held by any legal procedure launched by such Pledgor in a securities account and (D) subject to a control agreement with (x) the Pledgor Issuer of such Pledged Equity or any successors (y) a securities intermediary relating to such Pledged Equity or (ii) shall be under the control (for purposes of Article 8 and 9 of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise UCC, to the Pledgee that in order extent applicable) of Agent, and such Pledgor shall take all action necessary to protect or perfect the security grant Agent control (for the payment purposes of Article 8 and 9 of the Services FeesUCC, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessaryextent applicable) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable timesuch Pledged Equity.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Samples: Pledge Agreement (Aecom)
Covenants of Pledgors. 6.1 During Each Pledgor covenants and agrees that (i) without the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledgee;
6.1.2 Comply with and implement laws and regulations Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the pledge of rights; present to Collateral or xxxxx x Xxxx in the Pledgee the noticesCollateral, orders or suggestions with respect to the Pledge issued or made unless otherwise expressly permitted by the competent authority within five Purchase Agreement; (5ii) days upon receiving Pledgor will, at its expense, promptly execute, acknowledge and deliver all such notices, orders or suggestions; instruments and comply with take all such notices, orders or suggestions; or object actions as Agent from time to the foregoing matters at the reasonable time may request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge ensure to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for Secured Parties the benefits of the Pledgee. The Pledgors shall compensate Liens in and to the Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements (or equivalents thereof in any foreign countries), which may be filed by Secured Parties with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Secured Parties, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the losses suffered by Collateral; (iii) Pledgor has and will defend the Pledgee for title to the reasons that Collateral and the Pledgors do not perform Liens of Secured Parties in the Collateral against the claim of any Person and will maintain and preserve such Liens; (iv) Pledgor will assist the Pledged Entities in defending Secured Parties’ rights, titles and security interests in and to the Pledged Securities and the proceeds thereof against the claims and demands of all persons whomsoever; (v) Pledgor will have like title to and right to pledge any other property at any time hereafter pledged to Secured Parties as Collateral hereunder and will likewise defend the right thereto and security interest therein of Secured Parties; and (vi) Pledgor will not, with respect to any Collateral, without the prior written consent of Agent enter into any shareholder agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies or fully perform their guarantees, covenants, warranties, representations and conditionsany other similar agreements or instruments except to the extent permitted under the Purchase Agreement.
Appears in 1 contract
Samples: Pledge Agreement (JRjr33, Inc.)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Fuhua to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated [ ], 2007 among Pledgee, Pledgors, China Finance Online Co., Ltd. and Fuhua and Pledgors may transfer the Share Equity to China Finance Online Co., Ltd. or to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledgee pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Fuhua to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated [__], 0000 xxxxx Xxxxxxx, Xxxxxxxx, Xxxxx Finance Online Co., Ltd. and Fuhua and Pledgors may transfer the Share Equity to China Finance Online Co., Ltd. or to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledgee pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During Each Pledgor agrees that it will not (i) sell, assign (by operation of law or otherwise) transfer, exchange or otherwise dispose of, or grant any option with respect to, any of the effective term of this Collateral, in each case except as provided for in the Credit Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, (ii) create or permit to create exist any pledges Lien or option upon or with respect to any of the Collateral, except for the Lien under this Pledge Agreement and Permitted Liens, (iii) file any affidavit for replacement of lost membership interest certificates, limited liability company interest certificates, partnership interest certificates or capital stock, if applicable or (iv) vote the Collateral in favor of or consent to any resolution which may have an adverse effect might result in any restrictions upon the sale, transfer or disposition of the Collateral. Each Pledgor further agrees that it will take all actions necessary to cause the issuers listed on the rights Exhibits hereto not to issue any membership interests, limited liability company interests, partnership interests, capital stock or benefits of other securities in addition to or in substitution for the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with and implement laws and regulations Collateral or exercise any right with respect to the pledge Collateral which would materially and adversely affect Administrative Agent's rights in the Collateral. Each Pledgor further agrees to execute all such instruments, documents, and papers, and will do all such acts as Administrative Agent may request from time to time to carry into effect the provisions and intent of rights; present to this Pledge Agreement, including, without limitation, the Pledgee the noticesexecution of stop transfer orders, orders or suggestions transfer powers and other instruments of assignment executed in blank, and will do all such other acts as Administrative Agent may request with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; perfection and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request protection of the Pledgee Prior Security Interest granted herein and the assignment effected hereby. Each Pledgor shall, in accordance with Section 10.15 of the Credit Agreement and Section 2 of this Pledge Agreement, deliver to Administrative Agent original membership interest certificates, limited liability company interest certificates, partnership interest certificates or stock certificates evidencing all of the Pledged Interests (and appropriate transfer powers duly signed in blank by Pledgor with consent from respect thereto). As of the Pledgee;
6.1.3 Timely notify time when the Pledgee of respective membership interests, limited liability company interests or partnership interests comprising the Pledged Interests are certificated, each Pledgor shall (i) have caused any events or any received notices which may affect the Pledgor’s equity membership interest, limited liability company interest or any part of its rightpartnership interest comprising the Pledged Interests to become a "security" within the meaning of, and to be governed by, Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of formation and each other applicable jurisdiction and (ii) deliver evidence to Administrative Agent, in form and substance reasonably satisfactory to Agent, of the completion of the actions required by clause (i) above. Once any events or any received notices which may change the Pledgor’s any warranty Pledgor has established that a Pledged Interest is governed by Article 8, such Pledgor agrees that it shall not, and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by permit any legal procedure launched by other Person to cause such Pledged Interest to "opt-out" of Article 8 without the Pledgor or any successors prior written consent of the Pledgor or any person authorized by the Pledgor or any such other personAdministrative Agent.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Samples: Pledge Agreement (Black Box Corp)
Covenants of Pledgors. 6.1 During the effective term of this AgreementTerm, the Pledgors promise represent and warrant to the Pledgee for its the Pledgee’s benefit that the Pledgors shall:: Equity Pledge Agreement SHANDONG LONGKANG JUICE
6.1.1 Not transfer or assign the equity interestPledged Collateral, nor create or permit to create any pledges pledge or encumbrance to the Pledged Collateral which may have an adverse effect on adversely affect the rights or and/or benefits of the Pledgee without the Pledgee’s prior written consent from the Pledgee;consent.
6.1.2 Comply with and implement the laws and regulations with respect to the pledge of rightsPledge; present to the Pledgee the any notices, orders or suggestions advisements with respect to the Pledge that may be issued or made by the a competent PRC authority within five (5) days upon receiving such notices, orders or suggestionsadvisements; and comply with such notices, orders or suggestionsadvisements; or object to the foregoing matters at upon the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest Pledged Collateral or any part of its rightthe Pledgors’ rights thereto, and any events or any received notices which may change any of the Pledgor’s any warranty and obligation under this Agreement Pledgors’ warranties or affect the Pledgor’s performance of its their obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from pursuant to this Agreement shall not be suspended or inhibited by any legal procedure launched proceedings initiated by the Pledgor Pledgors, jointly or separately, or by any successors successor of the Pledgor or any person authorized by the Pledgor or any such other personPledgors.
6.3 The Pledgors promise represent and warrant to the Pledgee that in order to protect or and perfect the security for the payment of the Consulting Services FeesFee, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise represent and warrant to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee.
6.5 The Pledgors represent and warrant to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee abide by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the relevant guarantees, covenants, warranties, representations and conditions for necessary to insure the benefits rights of the PledgeePledgee under this Agreement. The Pledgors shall compensate all the losses suffered by the Pledgee for as a result of the reasons that the Pledgors do not Pledgors’ failure to perform or fully perform their any such guarantees, covenants, warranties, representations and or conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During Each Pledgor hereby covenants and agrees as follows:
(a) To do or cause to be done all things necessary to preserve and to keep in full force and effect their interest in the effective term Pledged Collateral, and to defend, at each Pledgor’s sole expense, as applicable, the title to the Pledged Collateral and any part of the Pledged Collateral;
(b) To cooperate fully with Agent’s efforts to preserve the Pledged Collateral and to take such commercially reasonable actions to preserve the Pledged Collateral as Agent may in good faith direct;
(c) To cause each Issuer to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Pledged Collateral and which reflect the lien of Agent on the Pledged Collateral;
(d) To deliver immediately to Agent any certificates that may be issued following the date of this AgreementAgreement representing the Pledged Collateral, and to execute and deliver to Agent one or more transfer powers, substantially in the Pledgors promise form of Schedule III attached hereto or otherwise in form and content reasonably satisfactory to Agent, pursuant to which such Pledgor assigns, in blank, all Pledged Collateral (the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest“Transfer Powers”), create or permit to create any pledges which may have an adverse effect on the rights or benefits Transfer Powers shall be held by Agent as part of the Pledgee without prior written consent from the PledgeePledged Collateral;
6.1.2 Comply with and implement laws and regulations (e) To deliver to Agent such financing statements as Agent may request with respect to the pledge Pledged Collateral, and to take such other steps as Agent may from time to time reasonably request to perfect Agent’s security interest in the Pledged Collateral under applicable law;
(f) Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of rights; present the Pledged Collateral or any part of the Pledged Collateral;
(g) Except as specifically permitted by Section 4.11(f) of the Credit Agreement, after the occurrence of an Event of Default, not to the Pledgee the notices, orders receive any dividend or suggestions distribution or other benefit with respect to any Issuer, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the Pledge issued terms and provisions of this Agreement or made any of the Financing Documents, or that would materially impair the position or interest of Agent in the Pledged Collateral or dilute the Pledged Collateral;
(h) Except as specifically permitted by the competent authority Credit Agreement, not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Pledged Collateral, other than liens in favor of Agent, for its benefit and the benefit of the Lenders;
(i) Such Pledgor will, upon obtaining ownership of any other Pledged Collateral otherwise required to be pledged to Agent, for its benefit and the benefit of the Lenders, pursuant to any of the Financing Documents, within five (5) days upon receiving Business Days of obtaining ownership, deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such noticesadditional Pledged Collateral pursuant to which such Pledgor shall pledge to Agent, orders or suggestions; for its benefit and comply with the benefit of the Lenders, all of such notices, orders or suggestions; or object additional Pledged Collateral. Prior to the foregoing matters at delivery thereof to Agent, all such additional Pledged Collateral shall be held by Pledgors separate and apart from its other property and in express trust for Agent, for its benefit and the reasonable request benefit of the Pledgee or with consent from the PledgeeLenders;
6.1.3 Timely notify (j) Such Pledgor consents to the Pledgee admission of Agent (and its assigns or designee) as a member, partner or stockholder of each Issuer, as applicable, upon Agent’s acquisition of any events or any received notices which may affect of the Pledged Collateral;
(k) All of the Pledged Collateral of such Pledgor that is in certificated form, will continue to be registered in the name of such Pledgor’s equity interest or any part ; and
(l) All of its rightthe Pledged Interests of such Pledgor, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement (i) shall not be suspended (A) dealt in or inhibited traded on securities exchanges or in securities markets, (B) deemed to be investment company securities, (C) held by any legal procedure launched by such Pledgor in a securities account and (D) subject to a control agreement with (x) the Pledgor Issuer of such Pledged Interest or any successors (y) a securities intermediary relating to such Pledged Interest or (ii) shall be under the control (for purposes of Article 8 and 9 of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise UCC, to the Pledgee that in order extent applicable) of Agent, and such Pledgor shall take all action necessary to protect or perfect the security grant Agent control (for the payment purposes of Article 8 and 9 of the Services FeesUCC, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessaryextent applicable) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable timesuch Pledged Interests.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During So long as this Agreement has not been terminated as provided hereafter, the effective term Pledgors: (a) will defend the Collateral against the claims of all other persons; (b) will keep the Collateral free from all security interests or other encumbrances, except for the Security Interest and except for Permitted Liens (as defined in the Loan Agreement); (c) except as permitted by the Loan Agreement, will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Bank; (d) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records with respect to such Collateral, and upon the Bank’s request will xxxx any of such records and all or any other Collateral to give notice of the Security Interest and will permit the Bank or its agents to inspect the Collateral and to audit and make abstracts of such records or any Pledgor’s books, ledgers, reports, correspondence and other records (subject to the limitations set forth in the Loan Agreement); (e) upon demand, will deliver to the Bank any Documents and any Chattel Paper representing or relating to the Collateral or any part thereof or any other documents representing or relating to any dispositions of the Collateral and Proceeds thereof and any and all other schedules, documents and statements that the Bank may from time to time request; (f) will keep the Collateral at the addresses set forth above until the Bank is notified in writing of any change in its location, and no Pledgor will change the location of the Pledgor’s chief executive office without prior written notice given to the Bank; (g) will notify the Bank promptly in writing of any change in any Pledgor’s address, name, trade names or identity from that specified above or of any change in the location of the Collateral; (h) will not change its legal name or reincorporate or reorganize itself under the laws of any other jurisdiction; (i) will permit the Bank or its agents to inspect the Collateral (subject to any limitations set forth in the Loan Agreement); (j) will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Pledgors promise Collateral; (k) will execute and deliver to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with Bank such financing statements and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made other documents requested by the competent authority within five (5) days upon receiving Bank, and take such noticesother action and provide such further assurances as the Bank may deem advisable to evidence, orders perfect or suggestionsenforce the Security Interest created by this Agreement; and comply with such notices(1) will pay all taxes, orders assessments and other charges of every nature that may be levied or suggestions; or object to assessed against the foregoing matters at Collateral (unless the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute same are being contested in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreementfaith).
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of ICP Company to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, unless otherwise provided the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Call Option and Cooperation Agreement [ ], 2007 among Pledgors, ATA Testing Authority (Holdings) Limited and ICP Company, or Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect validity of Pledge Rights hereunder (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to perform or fully partially perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Equity Pledge Agreement (ATA Inc.)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interestEquity Interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest Equity Interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer registration of the Share Certificates Pledge with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary as necessary, within a reasonable timeamount of time upon request.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that as a result of the Pledgors do not failing perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Samples: Equity Pledge Agreement (CHINA SHOUGUAN MINING Corp)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, certificates contracts and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), ) and provide the notice, notice order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Samples: Equity Pledge Agreement (Advanced Battery Technologies, Inc.)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Target Company to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated April 30, 2013 among Pledgee, Pledgors and Target Company and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During the effective term of this AgreementTerm, the Pledgors promise represent and warrant to the Pledgee for its the Pledgee’s benefit that the Pledgors shall:: Equity Pledge Agreement
6.1.1 Not transfer or assign the equity interestPledged Collateral, nor create or permit to create any pledges pledge or encumbrance to the Pledged Collateral which may have an adverse effect on adversely affect the rights or and/or benefits of the Pledgee without the Pledgee’s prior written consent from the Pledgee;consent.
6.1.2 Comply with and implement the laws and regulations with respect to the pledge of rightsPledge; present to the Pledgee the any notices, orders or suggestions advisements with respect to the Pledge that may be issued or made by the a competent PRC authority within five (5) days upon receiving such notices, orders or suggestionsadvisements; and comply with such notices, orders or suggestionsadvisements; or object to the foregoing matters at upon the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest Pledged Collateral or any part of its rightthe Pledgors’ rights thereto, and any events or any received notices which may change any of the Pledgor’s any warranty and obligation under this Agreement Pledgors’ warranties or affect the Pledgor’s performance of its their obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from pursuant to this Agreement shall not be suspended or inhibited by any legal procedure launched proceedings initiated by the Pledgor Pledgors, jointly or separately, or by any successors successor of the Pledgor or any person authorized by the Pledgor or any such other personPledgors.
6.3 The Pledgors promise represent and warrant to the Pledgee that in order to protect or and perfect the security for the payment of the Consulting Services FeesFee, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this . Equity Pledge Agreement.
6.4 The Pledgors promise represent and warrant to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee.
6.5 The Pledgors represent and warrant to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee abide by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the relevant guarantees, covenants, warranties, representations and conditions for necessary to insure the benefits rights of the PledgeePledgee under this Agreement. The Pledgors shall compensate all the losses suffered by the Pledgee for as a result of the reasons that the Pledgors do not Pledgors’ failure to perform or fully perform their any such guarantees, covenants, warranties, representations and or conditions.
Appears in 1 contract
Samples: Equity Pledge Agreement (Odimo INC)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Consulting Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer registration of the Share Certificates Pledge with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary as necessary, within a reasonable timeamount of time upon request.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that as a result of the Pledgors do not failing perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During the effective term of this AgreementTerm, the Pledgors promise represent and warrant to the Pledgee for its the Pledgee’s benefit that the Pledgors shall:: Equity Pledge Agreement JOWAY
6.1.1 Not transfer or assign the equity interestPledged Collateral, nor create or permit to create any pledges pledge or encumbrance to the Pledged Collateral which may have an adverse effect on adversely affect the rights or and/or benefits of the Pledgee without the Pledgee’s prior written consent from the Pledgee;consent.
6.1.2 Comply with and implement the laws and regulations with respect to the pledge of rightsPledge; present to the Pledgee the any notices, orders or suggestions advisements with respect to the Pledge that may be issued or made by the a competent PRC authority within five (5) days upon receiving such notices, orders or suggestionsadvisements; and comply with such notices, orders or suggestionsadvisements; or object to the foregoing matters at upon the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest Pledged Collateral or any part of its rightthe Pledgors’ rights thereto, and any events or any received notices which may change any of the Pledgor’s any warranty and obligation under this Agreement Pledgors’ warranties or affect the Pledgor’s performance of its their obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from pursuant to this Agreement shall not be suspended or inhibited by any legal procedure launched proceedings initiated by the Pledgor Pledgors, jointly or separately, or by any successors successor of the Pledgor or any person authorized by the Pledgor or any such other personPledgors.
6.3 The Pledgors promise represent and warrant to the Pledgee that in order to protect or and perfect the security for the payment of the Consulting Services FeesFee, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise represent and warrant to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee.
6.5 The Pledgors represent and warrant to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee abide by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the relevant guarantees, covenants, warranties, representations and conditions for necessary to insure the benefits rights of the PledgeePledgee under this Agreement. The Pledgors shall compensate all the losses suffered by the Pledgee for as a result of the reasons that the Pledgors do not Pledgors’ failure to perform or fully perform their any such guarantees, covenants, warranties, representations and or conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During Each Pledgor agrees that it will not (i) sell, assign (by operation of law or otherwise) transfer, exchange or otherwise dispose of, or grant any option with respect to, any of the effective term of this Collateral, in each case except as provided for in the Credit Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, (ii) create or permit to create exist any pledges Lien or option upon or with respect to any of the Collateral, except for the Lien under this Pledge Agreement and Permitted Liens, (iii) file any affidavit for replacement of lost membership interest certificates, limited liability company interest certificates, partnership interest certificates or capital stock, if applicable or (iv) vote the Collateral in favor of or consent to any resolution which may have an adverse effect might result in any restrictions upon the sale, transfer or disposition of the Collateral. Each Pledgor further agrees that it will take all actions necessary to cause the issuers listed on the rights Exhibits hereto not to issue any membership interests, limited liability company interests, partnership interests, capital stock or benefits of other securities in addition to or in substitution for the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with and implement laws and regulations Collateral or exercise any right with respect to the pledge Collateral which would adversely affect Administrative Agent’s rights in the Collateral. Each Pledgor further agrees to execute all such instruments, documents, and papers, and will do all such acts as Administrative Agent may request from time to time to carry into effect the provisions and intent of rights; present to this Pledge Agreement, including, without limitation, the Pledgee the noticesexecution of stop transfer orders, orders or suggestions transfer powers and other instruments of assignment executed in blank, and will do all such other acts as Administrative Agent may request with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; perfection and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request protection of the Pledgee Prior Security Interest granted herein and the assignment effected hereby. Each Pledgor shall, in accordance with Section 12.15 of the Credit Agreement and Section 2 of this Pledge Agreement, deliver to Administrative Agent original membership interest certificates, limited liability company interest certificates, partnership interest certificates or stock certificates evidencing all of the Pledged Interests (and appropriate transfer powers duly signed in blank by Pledgor with consent from respect thereto). As of the Pledgee;
6.1.3 Timely notify time when the Pledgee of respective membership interests, limited liability company interests or partnership interests comprising the Pledged Interests are certificated, each Pledgor shall (i) have caused any events or any received notices which may affect the Pledgor’s equity membership interest, limited liability company interest or any part of its rightpartnership interest comprising the Pledged Interests to become a “security” within the meaning of, and to be governed by, Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of formation and each other applicable jurisdiction and (ii) deliver evidence to Administrative Agent, in form and substance reasonably satisfactory to Agent, of the completion of the actions required by clause (i) above. Once any events or any received notices which may change the Pledgor’s any warranty Pledgor has established that a Pledged Interest is governed by Article 8, such Pledgor agrees that it shall not, and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by permit any legal procedure launched by other Person to cause such Pledged Interest to “opt-out” of Article 8 without the Pledgor or any successors prior written consent of the Pledgor or any person authorized by the Pledgor or any such other personAdministrative Agent.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Samples: Credit Agreement (Foster L B Co)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shallContract:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of CFO Shenzhen Shangtong to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option Agreement dated January 1, 2012 among Pledgors, Pledgee and CFO Shenzhen Shangtong or Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect the validity of pledge (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledgee pursuant to this Agreement Contract shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Contract to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Contract (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;'s rights and interests hereunder, or cause the shareholders' meetings of Fuhua to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated May 27, 2004 among Pledgee, Pledgors and Fuhua and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee's reasonable request of the Pledgee or with consent from the Pledgee;'s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to 's exercise of the Pledge obtained from Rights as pledgee pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee's benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of Mijia Tech to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, unless otherwise provided the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Call Option and Cooperation Agreement among Pledgors, Pledgee and Mijia Tech, or Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect validity of Pledge Rights hereunder (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to perform or fully partially perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or 4.1 not sell, transfer, assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;,
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; 4.2 present to the Pledgee the notices, orders orders, suggestions or suggestions investigation with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestionsauthority; and comply with such notices, orders orders, suggestions or suggestionsinvestigation; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely 4.3 timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall 4.4 execute in good faith and cause other parties who have interests in the pledge Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will 4.5 execute all amendment documents (if applicable and necessary) in connection with any transfer registration of the Share Certificates Pledge with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary as necessary, within a reasonable timeamount of time upon request.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of Sky Network to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, unless otherwise provided the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Call Option and Cooperation Agreement among Pledgors, Pledgee and Sky Network, or Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect validity of Pledge Rights hereunder (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to perform or fully partially perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s 's equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s 's any warranty and obligation under this Agreement or affect the Pledgor’s 's performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s 's right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During Each Pledgor covenants and agrees that (i) without the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Secured Party, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledgee;
6.1.2 Comply with and implement laws and regulations Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the pledge of rights; present to Collateral or gxxxx x Xxxx in the Pledgee the noticesCollateral, orders or suggestions with respect to the Pledge issued or made unless otherwise expressly permitted by the competent authority within five Purchase Agreement; (5ii) days upon receiving Pledgor will, at its expense, promptly execute, acknowledge and deliver all such notices, orders or suggestions; instruments and comply with take all such notices, orders or suggestions; or object actions as Secured Party from time to the foregoing matters at the reasonable time may request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge ensure to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for Secured Party the benefits of the Pledgee. The Pledgors shall compensate Liens in and to the Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements (or equivalents thereof in any foreign countries), which may be filed by Secured Party with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Secured Party, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the losses suffered by Collateral; (iii) Pledgor has and will defend the Pledgee for title to the reasons that Collateral and the Pledgors do not perform Liens of Secured Party in the Collateral against the claim of any Person and will maintain and preserve such Liens; (iv) Pledgor will assist the Pledged Entities in defending Secured Party’s right, title and security interest in and to the Pledged Securities and the proceeds thereof against the claims and demands of all persons whomsoever; (v) Pledgor will have like title to and right to pledge any other property at any time hereafter pledged to Secured Party as Collateral hereunder and will likewise defend the right thereto and security interest therein of Secured Party; and (vi) Pledgor will not, with respect to any Collateral, without the prior written consent of Secured Party enter into any shareholder agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies or fully perform their guarantees, covenants, warranties, representations and conditionsany other similar agreements or instruments except to the extent permitted under the Purchase Agreement.
Appears in 1 contract
Covenants of Pledgors. 6.1 During 4.1. Pledgors hereby covenant that, until all the Indebtedness has been satisfied in full:
(a) Pledgors shall make promptly perform the obligations, as the same become due, of all indebtedness secured hereby in accordance with the terms and provisions of the Purchase Agreement and any related agreements evidencing such indebtedness.
(b) Subject only to the rights of Silicon Valley Bank, Pledgors shall promptly perform the obligations, immediately upon receipt, deliver to Secured Party, all cash, checks, drafts and other instruments representing the proceeds of the Collateral received by Pledgors. Pledgors shall at Pledgors' own expense take all reasonable and appropriate steps when necessary to enforce the collection of the Collateral and items representing proceeds thereof.
(c) Pledgors shall at all times keep accurate books and records reflecting all facts concerning the Collateral, including those pertaining to Pledgors' warranties, representations and agreements under this Agreement. Pledgors will allow Secured Party or its authorized representative to inspect Pledgors' books and records and will assist Secured Party or said representative in whatever reasonable way necessary to make such inspections.
(d) Pledgors will cause to be paid prior to delinquency all taxes, charges, liens and assessments heretofore or hereafter levied or assessed against the Collateral, or any part thereof, or against the Secured Party for or on account of the indebtedness secured hereby or the interest created by this Agreement and will upon request furnish Secured Party with receipts showing payment of such taxes and assessments at least ten (10) days prior to the applicable default date therefor.
(e) If the validity or priority of this Agreement or of any rights, titles, security interests or other interests created or evidenced hereby shall be attacked, endangered or questioned or if any legal proceedings are instituted with respect thereto, Pledgors will give prompt written notice thereof to Secured Party and at Pledgors' own cost and expense will diligently endeavor to cure any defect that may be developed or claimed, and will take all necessary and proper steps for the defense of such legal proceedings, and Secured Party (whether or not named as a party to legal proceedings with respect thereto) is hereby authorized and empowered to take such additional steps as in its judgment and discretion may be necessary or proper for the defense of any such legal proceedings or the protection of the validity or priority of this Agreement and the rights, titles, security interests and other interests created or evidenced hereby, and all expenses so incurred of every kind and character shall be a demand obligation owing by Pledgors and the party incurring such expenses shall be subrogated to all rights of the person receiving such payment.
(f) Pledgors will, on request of Secured Party, (i) promptly correct any defect, error or omission which may be discovered in the contents of this Agreement or in any other instrument executed in connection herewith or in the execution or acknowledgment thereof; (ii) execute, acknowledged, deliver and record or file such further instruments (including without limitation further security agreements, financing statements, and continuation statements) and do such further acts as may be necessary, desirable or proper to carry out the purposes of this Agreement and such other instruments and to subject to the security interests hereof and thereof any property intended by the terms hereof and thereof to be covered hereby and thereby including specifically, but without limitation, any renewals, additions, substitutions, replacements or appurtenances to the then Collateral; and (iii) execute, acknowledge, deliver, procure and record or file any document or instrument (including specifically any financing statement) deemed advisable by Secured Party to protect the security interest hereunder against the rights or interests of third persons, and Pledgors will pay all costs connected with any of the foregoing.
(g) Notwithstanding the security interest in proceeds granted herein, Pledgors will not sell, lease, exchange, lend, rent, assign, transfer or otherwise dispose of all or any part of the Collateral or any interest therein or permit the title to the Collateral, or any interest therein, to be vested in any other party, in any manner whatsoever, by operation of law or otherwise, without the prior written consent of Secured Party.
(h) Pledgors will pay all appraisal fees, filing fees, taxes, brokerage fees and commissions, Uniform Commercial Code search fees, escrow fees, attorneys' fees, and all other costs and expenses of every character reasonably incurred by Pledgors or Secured Party in connection with the secured indebtedness, and will reimburse Secured Party for all such reasonable costs and expenses incurred by it. Pledgors shall pay all expenses and reimburse Secured Party for any expenditures, including reasonable attorneys' fees and legal expenses, incurred or expended in connection with Secured Party's exercise of any of its rights and remedies hereunder or Secured Party's protection of the Collateral and its security interest therein. Any amount to be paid hereunder by Pledgors to Secured Party shall be a demand obligation owing by Pledgors to Secured Party and shall bear interest from date of expenditure until paid at the rate of ten percent (10%) per annum (herein called the "Past Due Rate").
(i) Pledgors shall account fully and faithfully for and, if Secured Party so elects, shall promptly pay or turn over to Secured Party the proceeds in whatever form received from the sale or disposition in any manner of any of the Collateral, the order and method of application to be in the sole discretion of Secured Party, except as otherwise specifically authorized herein. Pledgors shall at all times keep the Collateral and its proceeds separate and distinct from other property of Pledgors and shall keep accurate and complete records of the Collateral and its proceeds.
(j) Pledgors will not change their address, location, name, identity or corporate structure without notifying Secured Party of such change in writing at least thirty (30) days prior to the effective term date of such change, and shall have taken such action, satisfactory to Secured Party, to have caused the security interest of Secured Party in the Collateral to be at all times fully perfected and in full force and effect.
(k) Pledgors shall furnish Secured Party all such information as Secured Party may reasonably request with respect to the Collateral.
(l) Pledgors agree to furnish to Secured Party all executed original written consents, if any, required as a condition precedent to the creation of this security interest promptly upon request by Secured Party.
(m) Pledgors will notify Secured Party immediately of the receipt of any written notice with respect to the Collateral.
(n) Pledgors will: (i) perform or cause to be performed all of the terms, covenants and conditions on their part to be performed under the Collateral; (ii) promptly to notify Secured Party in writing of (x) the occurrence of any default (of which Pledgors have knowledge) in the observance or performance of any of the terms, covenants and conditions to be performed with respect to the Collateral, and (y) the giving of any notice of any such default; and (z) whenever required by Secured Party, at the sole cost and expense of Pledgors, to take all such action as may be so requested to enforce or secure the performance of any term, covenant or condition of any of the Collateral, and to exercise any right of Pledgors under the Collateral.
(o) Until such time as Secured Party shall notify Pledgors of the revocation of such power and authority, Pledgors will, at their own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Secured Party may reasonably request or, in the absence of such request, as Pledgors may deem advisable. Secured Party, however, may at any time, whether before or after any revocation of such power and authority or the maturity of any of the indebtedness secured hereby, notify any party to the Collateral to make direct payment to Secured Party of any amounts due or to become due Pledgors under the Collateral.
(p) Pledgors will (except as Secured Party may otherwise consent in writing) forthwith, upon receipt, transmit and deliver to Secured Party, in the form received, all cash, checks, drafts, chattel paper and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Secured Party) which may be received by Pledgors at any time as proceeds of any of the Collateral. Except as Secured Party may otherwise consent in writing, any such items which may be received by Pledgors will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds and property and upon express trust for Secured Party until delivery is made to Secured Party. Pledgors will comply with the terms and conditions of any consent given by Secured Party pursuant to the provisions of this paragraph.
(q) Pledgors shall furnish to Secured Party such powers of attorney, instruments of assignment and transfer and/or chattel paper relating to the Collateral and other instruments as may be required by Secured Party to assure the transferability of the Collateral when and as often as may be requested by Secured Party.
4.2. Pledgors agree that, if Pledgors fail to perform any act or to take any action which hereunder Pledgors are required to perform or take, or to pay any money which hereunder Pledgors are required to pay, Secured Party, in Pledgors' name or in its own name, may but shall not be obligated to perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by Secured Party, and any money so paid by Secured Party, shall be a demand obligation owing by Pledgors to Secured Party and Secured Party, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment.
4.3. It is expressly agreed that, anything herein contained to the contrary notwithstanding, Pledgors shall remain liable to perform all of the obligations assumed by it thereunder and Secured Party shall have no obligation or liability with respect to the Collateral by reason of or arising out of this Agreement, the nor shall Secured Party be required or obligated by reason of this Agreement in any manner to perform or fulfill any obligation of Pledgors promise under or pursuant to the Pledgee policy or to make any payment or to make any inquiry as to the nature and sufficiency of any payment received by it to which it may be entitled at any time or times. In particular, and without limiting the generality of the foregoing, Secured Party shall be under no obligation to pay any premium, or the principal of or interest on any loans or advances on the Collateral, whether or not obtained by Secured Party, or any other charges on the Collateral, but any such amounts so paid by Secured Party from its own funds shall become a part of the indebtedness secured hereby, shall be due immediately, and shall draw interest at the Past Due Rate.
4.4. Pledgors hereby constitute Secured Party, and its successors and assigns, Pledgors' true and lawful attorney, irrevocably, with full power (in the name of Pledgors or otherwise) in its discretion, after Pledgors' default, to ask, require, demand, receive, compound and give acquittance for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges and all amounts which may have an adverse effect on the rights be or benefits become due under or arising out of the Pledgee without prior written consent from the Pledgee;
6.1.2 Comply with and implement laws and regulations with respect Collateral, to the pledge of rights; present to the Pledgee the notices, endorse any checks or other instruments or orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with therewith and to file any transfer of the Share Certificates with the Pledgee claims or its designated person (natural person take any action or a legal entity), and provide the notice, order and decision to the Pledgee by who considers institute any proceedings which Secured Party may deem to be necessary within reasonable timeor advisable in the premises.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During the effective term of this AgreementTerm, the Pledgors promise represent and warrant to the Pledgee for its the Pledgee’s benefit that the Pledgors shall:
6.1.1 Not transfer or assign the equity interestPledged Collateral, nor create or permit to create any pledges pledge or encumbrance to the Pledged Collateral which may have an adverse effect on adversely affect the rights or and/or benefits of the Pledgee without the Pledgee’s prior written consent from the Pledgee;consent. Equity Pledge Agreement LONGHAI
6.1.2 Comply with and implement the laws and regulations with respect to the pledge of rightsPledge; present to the Pledgee the any notices, orders or suggestions advisements with respect to the Pledge that may be issued or made by the a competent PRC authority within five (5) days upon receiving such notices, orders or suggestionsadvisements; and comply with such notices, orders or suggestionsadvisements; or object to the foregoing matters at upon the reasonable request of the Pledgee or with consent from the Pledgee;.
6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest Pledged Collateral or any part of its rightthe Pledgors’ rights thereto, and any events or any received notices which may change any of the Pledgor’s any warranty and obligation under this Agreement Pledgors’ warranties or affect the Pledgor’s performance of its their obligations under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from pursuant to this Agreement shall not be suspended or inhibited by any legal procedure launched proceedings initiated by the Pledgor Pledgors, jointly or separately, or by any successors successor of the Pledgor or any person authorized by the Pledgor or any such other personPledgors.
6.3 The Pledgors promise represent and warrant to the Pledgee that in order to protect or and perfect the security for the payment of the Consulting Services FeesFee, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise represent and warrant to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee.
6.5 The Pledgors represent and warrant to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee abide by who considers to be necessary within reasonable time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the relevant guarantees, covenants, warranties, representations and conditions for necessary to insure the benefits rights of the PledgeePledgee under this Agreement. The Pledgors shall compensate all the losses suffered by the Pledgee for as a result of the reasons that the Pledgors do not Pledgors’ failure to perform or fully perform their any such guarantees, covenants, warranties, representations and or conditions.
Appears in 1 contract
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shallContract:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of CFO Chongzhi to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option Agreement dated June 2, 2009 among Pledgors, Pledgee and CFO Chongzhi or Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect the validity of pledge (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledgee pursuant to this Agreement Contract shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Contract to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Contract (China Finance Online Co. LTD)
Covenants of Pledgors. 6.1 During the effective term of this Agreement, the Pledgors promise Each Pledgor hereby agrees and covenants to the Pledgee for its benefit that the Pledgors shallthat:
6.1.1 Not transfer or assign the equity interest, 9.1 he/she will not create or permit the creation of any new pledge or other security interest on the Pledged Equity without prior written consent of the Pledgee, and any pledge or security interest created on all or part of the Pledged Equity without prior written consent of the Pledgee shall be void;
9.2 he/she will not transfer the Pledged Equity without prior written notice and consent of the Pledgee, and any proposed transfer of the Pledged Equity by the Pledgors shall be void. The proceeds from the Pledgor’s transfer of the Pledged Equity shall first be used to create early repay the Secured Indebtedness to the Pledgee or deposited to a third party agreed upon with the Pledgee;
9.3 at the occurrence of: (i) any pledges which legal action, arbitration or other claims that may have an adverse effect on the rights or benefits interests of the Pledgors or the Pledgee without prior written consent from under the Transaction Agreements and this Agreement, or on the Pledged Equity, or (ii) an Event of Default, the Pledgors will ensure to notify the Pledgee in writing as soon as possible and promptly, and take all necessary measures to guarantee the Pledgee’s rights and interests to the Pledged Equity as reasonably requested by the Pledgee;
6.1.2 Comply with and implement laws and regulations with respect 9.4 he/she undertakes to complete the registration procedures for extending the term of operation of the Company within three months prior to the pledge expiry of rights; present to the Company’s operating term so that the validity of this Agreement will be sustained;
9.5 he/she will not conduct or permit any act or action that may have an adverse effect on the interests of the Pledgors or the Pledgee under the noticesTransaction Agreements and this Agreement, orders or suggestions with respect to on the Pledge issued Pledged Equity or made by endanger the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request validity of the Pledgee or with consent from Equity Pledge under this Agreement. If the Pledged Equity has to be transferred as a result of the Pledgee;
6.1.3 Timely notify ’s exercise of its pledge right, each Pledgor will waive his/her right of first refusal when the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of realizes its pledge right, and any events or any received notices which may change take all necessary measures and sign all necessary documents to effect such transfer;
9.6 he/she shall, upon the Pledgor’s any warranty execution of this Agreement, endeavor to do its utmost and obligation take all necessary measures to register the Equity Pledge under this Agreement or affect with the Pledgor’s performance of its obligations under relevant AIC as soon as practicable and further undertake to take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement to this Agreement.
6.2 The Pledgors agree that ) as reasonably requested by the Pledgee to guarantee the Pledgee’s right rights and interests to the Pledge obtained from Pledged Equity and the exercise and realization of such rights and interests;
9.7 if any Pledged Equity has to be transferred as a result of the exercise of the pledge right hereunder, each Pledgor guarantees to take all necessary measures to effect such transfer;
9.8 he/she procures that the procedures for convening the meeting of the shareholders of the Company and the meeting of the board of directors convened for the execution of the Agreement, the creation of the pledge and the exercise of the pledge right will not violate the laws, administrative regulations or articles of association of the Company.
9.9 The Pledgor undertakes to apply to the competent AIC for the registration of the Equity Pledges as soon as practicable after the signing of this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.
6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision all necessary cooperation to the Pledgee by who considers to be necessary within reasonable complete such registration in time.
6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.
Appears in 1 contract
Samples: Equity Pledge Agreement (Jumei International Holding LTD)
Covenants of Pledgors. 6.1 During 7.1 For the effective benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
6.1.1 Not transfer or assign 7.1.1 without the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee;’s rights and interests hereunder, or cause the shareholders’ meetings of Shangtong to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated June 8, 2008 among Pledgee, Pledgors and Shangtong and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee’s interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).
6.1.2 Comply 7.1.2 Pledgors shall comply with and implement all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within Pledge. Within five (5) days upon receiving of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such noticesnotice, orders order or suggestions; recommendation to Pledgee, and shall comply with such noticesthe same, orders or suggestions; make objections or object statements with respect to the foregoing matters at the same upon Pledgee’s reasonable request of the Pledgee or with consent from the Pledgee;’s consent.
6.1.3 Timely 7.1.3 Pledgors shall promptly notify the Pledgee of any events event or notice received by Pledgors that may have a material effect on Pledgee’s rights in the Pledged Property or any received notices which may affect the Pledgor’s equity interest portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any part of its right, and any events event or any notice received notices which by Pledgors that may change the Pledgor’s have a material effect to any warranty and or obligation under this Agreement or affect of the Pledgor’s performance of its obligations under this AgreementPledgors hereunder.
6.2 The 7.2 Pledgors agree warrant that the Pledgee’s right to exercise of the Pledge obtained from Rights as pledge pursuant to this Agreement shall not be suspended interrupted or inhibited impaired by any legal procedure launched by the Pledgor Pledgors or any successors or representatives of the Pledgor Pledgors or any person authorized by the Pledgor or other parties through any such other personlegal proceedings.
6.3 The 7.3 Pledgors promise hereby warrant to the Pledgee that in order that, to protect or perfect the security for interest created by this Agreement to secure the payment of the Services FeesSecured Indebtedness, the Pledgors shall will execute in good faith faith, and cause other parties who have interests an interest in the pledge Pledge Rights to execute execute, all the title certificatescertificates of rights and instruments as requested by Pledgee, contractsand/or take any action, and perform actions and cause other parties who have interests an interest in the Pledge Rights to take any action, as required requested by Pledgee, and facilitate the Pledgee; and make access to exercise the by Pledgee of its rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgors promise to the Pledgee that they will authority provided hereunder, and execute all amendment documents (if applicable and necessary) in connection relating to certificates of Share Equity with any transfer of the Share Certificates with the Pledgee or its designated person person(s) (natural person or a persons/legal entitypersons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the noticePledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, order and decision to the Pledgee by who considers to be necessary within reasonable time.
6.5 The for Pledgee’s benefit, Pledgors promise to the Pledgee that they will shall comply with and perform all the guaranteeswarranties, covenants, warrantiesagreements, representations and conditions for provided hereunder. In the benefits of the Pledgee. The event that Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not fail to comply with or perform or fully perform their guaranteesany warranties, covenants, warrantiesagreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.
Appears in 1 contract
Samples: Share Pledge Agreement (China Finance Online Co. LTD)
