Enforcement of Pledge. Upon the occurrence of an Event of Default, the Pledgee shall be entitled to realize the Pledged Assets in any manner permitted by Luxembourg law and in particular, but without limitation:
(a) appropriate the then issued NIBs at their fair market value, as determined by an independent auditor (réviseur d’entreprises) designated by the Pledgee in accordance with generally accepted accounting principles in Luxembourg; and/or
(b) sell the NIBs or have the NIBs sold in a private transaction at arms’ length conditions (conditions commerciales normales) to pay all or any part of the then outstanding Secured Obligations; and/or
(c) sell the NIBs by public auction to apply the proceeds to pay all or any part of the then outstanding Secured Obligations; and/or
(d) request the courts that title to the NIBs be assigned and/or transferred to the Pledgee or such other person as the Pledgee may designate for payment of all or any part of the then outstanding Secured Obligations; and/or
(e) act generally in relation to the NIBs and the Pledged Assets in such manner as the Pledgee acting reasonably shall determine and as shall be permitted by law. The determination by the Pledgee that an Event of Default has actually occurred shall be conclusive unless and until the Parties hereto shall have agreed or a court order shall have decided otherwise. The Companies each may conclusively rely on any assertion of the Pledgee that an Event of Default has occurred and shall follow the instructions given to it in such context by the Pledgee without incurring any liability. Notwithstanding anything contained herein to the contrary, upon the occurrence of an Event of Default, the remedy of the Pledgee hereunder is limited to the Pledgee’s enforcement of the Pledge and subsequent disposition or retention or otherwise of the Pledged Assets, and the Pledgor shall have no further liability to the Pledgee under the Promissory Note.
Enforcement of Pledge. 5.1 Pledgor shall immediately notify the Beneficiary in writing upon their discovery of any Event of Default. The Beneficiary may deliver a written notice of default (“Notice of Default”) to Pledgor upon the occurrence of the Event of Default or at anytime thereafter. The Notice of Default may demand that Pledgor immediately pay all outstanding payments due under the Loan Agreement and the other Principal Agreements and all other payments due to the Beneficiary.
5.2 Upon delivery of the Notice of Default under this Agreement, the Beneficiary or any of its agents shall become forthwith entitled to exercise, at its sole discretion and without further notice to the Pledgor, all or any of the following rights, remedies, and powers:
(a) acquire all right, title, and interest to any of the Pledged Interests or beneficial interests according to the terms and conditions of this Agreement and terminate all rights of the Pledgor pertaining to the Pledged Interests or beneficial interests;
(b) exercise at its sole discretion all voting, corporate, and other rights pertaining to the Pledged Interests or beneficial interests at any ML Shopping shareholders’ meeting or any other forum that impacts the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease;
(c) exercise at its sole discretion any and all rights of conversion, sale, exchange, subscription, or any other rights, powers, privileges, or options pertaining to the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease;
(d) receive all amounts, including dividends, interest, or any other monies incurring to each Pledgor from the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease;
(e) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale, without advertising or giving notice of intention to sell or the time or place of any sale and without issuing a demand to any party for performance;
(f) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale for cash, credit terms, excha...
Enforcement of Pledge. The Parties agree that during the term of pledge, where Party B or the Operating Company breaches any obligation under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement, as a result of which Party A suffers any loss or damage or incurs any expenses, Party A shall have the right to discount, auction or sell off the Pledged Shares, whether or not at reduced prices, pursuant to the provisions hereof and use the proceeds therefrom to make up for its losses in priority.
Enforcement of Pledge. (a) In the event that an Event of Default has occurred which is continuing, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees, shall have the right, but not the obligation to enforce the Pledge, at its discretion, by either:
(i) private enforcement (Private Verwertung) including a discretionary sale (Freihandverkauf) or, to the extent permitted, acquire the Pledged Assets in its own name and on its own account (Selbsteintritt), in each case without regard to the provisions of the DEBA;
(ii) enforcement proceedings pursuant to the DEBA; or
(iii) enforcement proceedings pursuant to other applicable laws.
(b) In the course of private enforcement (Private Verwertung), the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, may either sell the Pledged Assets to a third party (Freihandverkauf) or acquire any and all or part of the Pledged Assets on its own or the Pledgees behalf (Selbsteintritt), in each case on arm's length terms. Furthermore, the Collateral Agent may in its sole discretion apply all Dividends and other monies arising from the Shares or Related Rights as though they were proceeds of an enforcement under this Agreement. The Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, shall render an account to the Pledgor regarding the private enforcement.
(c) With regard to private enforcement (Private Verwertung), the Pledgor hereby authorizes the Collateral Agent to be its attorney and in the Pledgor's name and on its behalf to execute, deliver and perfect all documents and to do all things that are required or expedient in this respect.
(d) The Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall be permissible.
(e) Failure by the Collateral Agent or by any other Pledgee to sell Pledged Assets or to exercise any right or remedy including the acceptance of partial or delinquent payments shall not result in any liability of the Collateral Agent or any other Pledgee and shall not prejudice any of the rights the Collateral Agent or any other Pledgee may have under this Agreement or any other Finance Document nor be a waiver of any obligation of the Pledgor hereunder and/or thereu...
Enforcement of Pledge. 9.1 Upon the occurrence of a Share Pledge Enforcement Event, the Security Trustee shall be entitled to enforce the Pledge or any part thereof by:
(a) requesting repayment of the Loans and payment of all other amounts due under the Loans in accordance with the terms of the Loan Instruments; or
(b) selling the Security Assets by private or public sale or auction or in such manner and on such terms as the Security Trustee in its sole discretion deems appropriate.
9.2 If the Security Trustee, a Secured Creditor or any party affiliated with the Security Trustee or a Secured Creditor (the Security Trustee, a Secured Creditor or affiliate being an “Affiliated Purchaser”) purchases the Security Assets or any part thereof (the “Acquired Assets”) following an application of Clause 9.1, otherwise than in connection with a public sale or a public or private auction, the following provisions shall apply:
(a) An independent valuation agency, appointed by the Stockholm Chamber of Commerce at the request of the Security Trustee, shall be engaged as an expert to determine the market value of the Acquired Assets. The valuation agency shall be instructed by the Security Trustee. The Pledgor shall at the request of the Security Trustee provide relevant information and otherwise assist the Security Trustee in connection with the valuation. In case the valuation gives a price range, the market value shall be deemed to be the mid-value within such range. The market value shall be reduced by all costs and expenses incurred by the Affiliated Purchaser in connection with the acquisition of the Acquired Assets.
(b) The Affiliated Purchaser shall agree to pay (in cash or other consideration) to the Security Trustee the difference, if any, between the market value determined pursuant to paragraph (a) above and the price initially paid by the Affiliated Purchaser for the Acquired Assets. Such payment shall be deemed to be a part of the Pledge and be applied towards satisfaction of the Secured Liabilities in accordance with Clause 10 (Application of proceeds).
(c) The parties agree that a valuation or sale to an independent third party pursuant to this Clause 9.2 shall be conclusive evidence of the market value of the Acquired Assets upon enforcement.
9.3 The Security Trustee is entitled to decide in its own discretion which Security shall be applied towards the satisfaction of the Secured Liabilities and in what order.
9.4 Chapter 10 Section 2 of the Swedish Commercial Code (handelsbal...
Enforcement of Pledge. 1. Before the obligations under the Agreements have been fully fulfilled, without the written consent of Party A, Party B may not transfer the equity pledged.
2. If any event of default set forth in Article VIII occurs, Party A shall issue a notice of default to Party B when enforcing the pledge. Party A may enforce its right to dispose of the pledge upon or at any time after the issuance of a notice of default in accordance with item 3, Article VIII above.
3. Party A has the right to sell or otherwise dispose of the equity pledged hereunder according to legal procedures. If Party A decides to enforce the pledge, Party B promises to transfer all its shareholder’s rights to Party A for exercise. In addition, Party A has the right to be first compensated with proceeds from evaluation or auction or sale of the pledged equity in whole or in part according to statutory procedures.
4. When Party A disposes of the pledge pursuant to this Agreement, Party B shall not set up obstacles and shall provide necessary assistance, so that Party A may realize its pledge rights.
Enforcement of Pledge. 9.1 During the Term of Pledge, in case of occurrence of any following circumstances, Pledgee shall be entitled to enforce the pledge:
9.1.1 Pledgors breach any provisions herein or any provisions of the Purchase Option Agreement, including without limitation, representations, warranties and undertakings made herein or in the Purchase Option Agreement;
9.1.2 Any matter set forth in the Purchase Option Agreement occurs that entitles Pledgee to enforce the pledge hereunder.
9.1.3 Nanjing Tuniu is suspended from operation, or undergoing liquidation or dissolution, or is ordered to suspend operation or liquidate or dissolve itself;
9.1.4 Pledgors are involved in any disputes, litigation, arbitration, administrative proceedings or any other legal proceedings in connection with the Pledged Equity held by them, which, to the belief of Pledgee, will cause adverse effect on Pledgors’ fulfillment of obligations under this Agreement and the Purchase Option Agreement; and
9.1.5 Any other matters provided by relevant laws and regulations.
9.2 Pledgors agree and hereby authorize that, in case of any one or more circumstances set forth in Article 9.1, Pledgee may, to the extent not in violation of laws or regulations and subject to all requisite approvals (if necessary), take any one or more measures listed below to wholly or partially enforce the pledge:
9.2.1 To transfer the Pledged Equity to Pledgee at the agreed price in lieu of the fulfillment of the Main Obligations by Pledgors;
9.2.2 Where the applicable law prohibits Pledgee from holding the whole or any part of the Pledged Equity, to transfer the Pledged Equity to a third party designated by Pledgee in lieu of the fulfillment of the Main Obligations by Pledgors;
9.2.3 To auction the Pledged Equity; and
9.2.4 Other ways permitted by law to enforce the pledge hereunder.
9.3 The payment received from disposition of the Pledged Equity by Pledgee according to the above Article 9.2 shall be used in the following order:
9.3.1 To pay the taxes and charges incurred for the disposition of the Pledged Equity; and
9.3.2 To repay all the amounts payable by Pledgors according to the Purchase Option Agreement and this Agreement.
9.4 Once Pledgee enforces the pledge hereunder according to the provisions of Article 9.2, and receives all proceeds and funds from enforcement of the pledge, Pledgors shall be deemed to have completely fulfilled the Main Obligations, and Pledgee will no longer make further payment requests to Pledgors ...
Enforcement of Pledge. (a) Upon occurance of an Event of Default and in any subsequent moment, the Guaranteed Creditors, through the Agent Bank, without prejudice to any other right or action provided for the law, pursuant to the article 2798 of civil code, will have the rights to sell the Object of Pledge or part of it, after expiration of a 5 day period starting from the receipt from Pledgor of the intimation pursuant to article 2797, paragraph 1, of civil code.
(b) The Pledgor and the Guaranteed Creditors agree that, pursuant to article 2797, last paragraph, of civil code, the Guaranteed Creditors will have the possibility to sell the Object of Pledge entirely or part of it, also in more instalments, with or without an auction through an authorized intermediary or a judicial officer or any other authorized person.
(c) The Agent Bank will assign the proceeds resulting from the Pledge’s enforcement in order to satisfy the Guaranteed Obligation, pursuant to indicated in Financial Documents.
Enforcement of Pledge. At any time while Skype Technologies has a right to enforce a pledge and/or charge over Securities held by the Partnership or over any Partnership Units, in either case securing a loan granted by Skype Technologies to a Grantee, the General Partner shall cause the Partnership to cooperate with Skype Technologies in any attempt Skype Technologies may make to enforce its rights under any such pledge and/or charge, including, without limitation, to force the sale of such Securities, to require the Transfer of such Securities to Skype Technologies (and/or its designee(s)) and/or to redeem or force the sale of any such Partnership Units issued to such Grantee and/or any Partnership Units issued as a result of holding such Partnership Units.
Enforcement of Pledge. Upon the occurrence of an Enforcement Event, the Pledgee shall have the right but not the obligation, after having given the Pledgor 5 (five) Business Days' prior notice thereof, to realize, on the open market, the pledge without regard to the formalities provided in the Swiss Federal Code on Debt Collection and Bankruptcy and to apply the proceeds towards the satisfaction of his secured claims pursuant to Section
