Common use of Disposal of the Pledged Equity Clause in Contracts

Disposal of the Pledged Equity. 6.1 The Pledgor, Party B and the Pledgee agree that if any Default Event occurs, the Pledgee shall, after giving a written notice to the Pledgor, have the right to exercise all remedies available to it in accordance with the PRC laws and regulations and the VIE Agreements, and have the right to dispose of the Pledged Equity in one or more following ways: (1) to the extent that the PRC laws permit, the Pledgor, at the request of the Pledgee, transfers all or part of the Pledged Equity held by it in Party B to the Pledgee and/or any other entity or individual as designated by the Pledgee at the minimum price as permitted by the PRC law; meanwhile, the Pledgor irrevocably undertake that if the consideration paid by the Pledgee or its designated purchaser to purchase all or part of the equity interests held by the Pledgor in Party B exceeds RMB0 (in word: Renminbi zero), the Pledgor shall fully compensate the Pledgee or its designated person against any balance part; (2) without prejudice to the VIE Agreements, the Pledged Equity can be sold by auction or by conversion into money, and the Pledgee has the priority to be paid from the sale price; (3) subject to laws and regulations, the Pledged Equity can be disposed of in other ways as agreed by the Pledgor and the Pledgee. 6.2 The Pledgee has the right to appoint its legal counsel or other proxy in writing to exercise any and all of its rights mentioned above, and the Pledgor or Party B shall not propose any objection. 6.3 The Pledgee has the right to deduct the reasonable fees on time in connection with its exercise of any or all rights mentioned above from the amount received from its exercise of the rights. 6.4 The amount received by the Pledgee from the exercise of its rights shall be used to pay following items in the order set forth below: First: all the fees in connection with the disposal of the Pledged Equity and the exercise by the Pledgee of its rights (including the compensation paid to its legal counsel and proxy); Second: the taxes payable in connection with the disposal of the Pledged Equity; and Third: the Secured Debts owed to the Pledgee. If there is any remaining amount after the deduction of above items, the Pledgee shall return such remaining amount to the Pledgor. 6.5 The Pledgee has the right to exercise any of its remedies at the same time or in a sequential order, and the Pledgee’s exercise of its right to auction or sell the Pledged Equity under this Agreement is not subject to the prior exercise of any other remedy.

Appears in 3 contracts

Samples: Equity Pledge Agreement, Equity Pledge Agreement (Four Seasons Education (Cayman) Inc.), Equity Pledge Agreement (Four Seasons Education (Cayman) Inc.)

AutoNDA by SimpleDocs

Disposal of the Pledged Equity. 6.1 The Pledgor8.1 Party A and Party B hereby agree that in case of any default, Party B A shall be entitled to exercise all the remedies and the Pledgee agree that if any Default Event occurspowers under PRC laws, the Pledgee shall, after transaction agreement and this Agreement upon giving a written notice to Party B, including, but not limited to, auctioning or selling the Pledgor, Pledged Equity and being first compensated with the proceeds from such disposal. Party A shall not be liable for any loss arising from its reasonable exercise of such rights and powers. 8.2 Party A shall be entitled to designate in writing its lawyer or other agent to exercise any or all said rights and powers and Party B shall not raise any objection thereto. 8.3 The reasonable expenses of Party A when it exercises any or all said rights and powers shall be borne by Party B. Party A shall have the right to exercise all remedies available to it in accordance with the PRC laws and regulations and the VIE Agreements, and have the right to dispose of the Pledged Equity in one or more following ways: (1) to the extent that the PRC laws permit, the Pledgor, at the request of the Pledgee, transfers all or part of the Pledged Equity held by it in Party B to the Pledgee and/or any other entity or individual as designated by the Pledgee at the minimum price as permitted by the PRC law; meanwhile, the Pledgor irrevocably undertake that if the consideration paid by the Pledgee or its designated purchaser to purchase all or part of the equity interests held by the Pledgor in Party B exceeds RMB0 (in word: Renminbi zero), the Pledgor shall fully compensate the Pledgee or its designated person against any balance part; (2) without prejudice to the VIE Agreements, the Pledged Equity can be sold by auction or by conversion into money, and the Pledgee has the priority to be paid deduct such expenses from the sale price; (3) subject to laws and regulations, the Pledged Equity can be disposed of in other ways as agreed payments obtained by the Pledgor and the Pledgee. 6.2 The Pledgee has the right to appoint its legal counsel or other proxy in writing to exercise any and all of its rights mentioned above, and the Pledgor or Party B shall not propose any objection. 6.3 The Pledgee has the right to deduct the reasonable fees on time in connection with its exercise of any or all rights mentioned above from the amount received from its exercise of the rights. 6.4 The amount received by the Pledgee A from the exercise of its rights and powers. 8.4 The payments obtained by Party A from the exercise of its rights and powers shall be used to pay following items in the order set forth below: First: following order: 1) Pay all the fees in connection with expenses arising out of the disposal of the Pledged Equity and the Party A’s exercise by the Pledgee of its rights and powers (including the compensation paid to remunerations for its legal counsel lawyer and proxyagent); Second: ; 2) Pay the taxes payable in connection with respect to the disposal of the Pledged Equity; and Third: and 3) Pay the Secured Debts owed guaranteed liabilities to the Pledgee. Party A. If there is any remaining amount balance after the deduction of above itemsdeductions, the Pledgee Party A shall return such remaining amount balance to Party B or the Pledgorother person which is entitled to such balance in accordance with law or regulations or place such balance under escrow with the notary public office in the place where Party A is located (all the expenses arising therefrom shall be borne by Party B). 6.5 The Pledgee has the right 8.5 Party A shall be entitled to exercise any of its remedies at simultaneously or successively. Before Party A exercises the same time or in a sequential order, and the Pledgee’s exercise of its right to auction or sell the Pledged Equity under this Agreement is Agreement, it does not subject need to the prior first exercise of any other remedyremedies.

Appears in 3 contracts

Samples: Equity Pledge Agreement (Airmedia Group Inc.), Equity Pledge Agreement (Airmedia Group Inc.), Equity Pledge Agreement (Airmedia Group Inc.)

AutoNDA by SimpleDocs

Disposal of the Pledged Equity. 6.1 The Pledgor7.1 Party A and Party B hereby agree that, in case of any default, Party B A shall be entitled to exercise all the remedies and the Pledgee agree that if any Default Event occurspowers under PRC laws, the Pledgee shall, after transaction agreement and this Agreement upon giving a written notice to Party B, including, but not limited to, auctioning or selling the Pledgor, Pledged Equity and being first compensated with the proceeds from such disposal. Party A shall not be liable for any loss arising from its reasonable exercise of such rights and powers. 7.2 Party A shall be entitled to designate in writing its lawyer or other agent to exercise any or all said rights and powers and Party B shall not raise any objection thereto. 7.3 The reasonable expenses of Party A when it exercises any or all said rights and powers shall be borne by Party B. Party A shall have the right to exercise all remedies available to it in accordance with the PRC laws and regulations and the VIE Agreements, and have the right to dispose of the Pledged Equity in one or more following ways: (1) to the extent that the PRC laws permit, the Pledgor, at the request of the Pledgee, transfers all or part of the Pledged Equity held by it in Party B to the Pledgee and/or any other entity or individual as designated by the Pledgee at the minimum price as permitted by the PRC law; meanwhile, the Pledgor irrevocably undertake that if the consideration paid by the Pledgee or its designated purchaser to purchase all or part of the equity interests held by the Pledgor in Party B exceeds RMB0 (in word: Renminbi zero), the Pledgor shall fully compensate the Pledgee or its designated person against any balance part; (2) without prejudice to the VIE Agreements, the Pledged Equity can be sold by auction or by conversion into money, and the Pledgee has the priority to be paid deduct such expenses from the sale price; (3) subject to laws and regulations, the Pledged Equity can be disposed of in other ways as agreed payments obtained by the Pledgor and the Pledgee. 6.2 The Pledgee has the right to appoint its legal counsel or other proxy in writing to exercise any and all of its rights mentioned above, and the Pledgor or Party B shall not propose any objection. 6.3 The Pledgee has the right to deduct the reasonable fees on time in connection with its exercise of any or all rights mentioned above from the amount received from its exercise of the rights. 6.4 The amount received by the Pledgee A from the exercise of its rights and powers. 7.4 The payments obtained by Party A from the exercise of its rights and powers shall be used to pay following items in the order set forth below: First: following order: 1) Pay all the fees in connection with expenses arising out of the disposal of the Pledged Equity and the Party A’s exercise by the Pledgee of its rights and powers (including the compensation paid to remunerations for its legal counsel lawyer and proxyagent); Second: ; 2) Pay the taxes payable in connection with respect to the disposal of the Pledged Equity; and Third: and 3) Pay the Secured Debts owed guaranteed liabilities to the Pledgee. Party A. If there is any remaining amount balance after the deduction of above itemsdeductions, the Pledgee Party A shall return such remaining amount balance to Party B or the Pledgorother person which is entitled to such balance in accordance with law or regulations or place such balance under escrow with the notary public office in the place where Party A is located (all the expenses arising therefrom shall be borne by Party B). 6.5 The Pledgee has the right 7.5 Party A shall be entitled to exercise any of its remedies at simultaneously or successively. Before Party A exercises the same time or in a sequential order, and the Pledgee’s exercise of its right to auction or sell the Pledged Equity under this Agreement is Agreement, it does not subject need to the prior first exercise of any other remedyremedies.

Appears in 1 contract

Samples: Equity Pledge Agreement (Airmedia Group Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!