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Entrusted Rights Sample Clauses

Entrusted Rights. 2.1 Party C unconditionally and irrevocably undertakes that it will sign a power of attorney (the “Power of Attorney”) in the substance and form as shown in Appendix 1 hereto after the execution of this Agreement, to respectively authorize Party A or any person as designated by Party A according to Party A’s instruction (the “Trustee”) to exercise all shareholders’ rights available to it as the shareholders of Party B in accordance with Party B’s articles of association then in effect and applicable laws and regulations. Such shareholders’ rights (the “Entrusted Rights”) include without limitation: (1) acting as the proxy of Party C to propose, convene or attend as an observer a shareholders’ meeting in accordance with Party B’s articles of association; (2) exercising all shareholders’ rights and shareholders’ voting rights available to Party C in accordance with the PRC laws (including any law, regulation, rules, notification, interpretation or other binding document promulgated by any central or local legislative, administrative and judicial authority before or after the execution of this Agreement, the “PRC Law”) and Party B’s articles of association (including any other shareholder’s voting rights provided for in the amendments of such articles of association), including but not limited to the right to receive dividends, the right to sell, transfer, pledge or dispose of part or all of Party B’s Equity Interests; the right to decide the increase or decrease of the registered capital, merger, division and other issues; the right to amend the articles of association; the right to decide the operation guidelines and investment plans; the right to determine the financial budget and final accounts; the right to decide the allocation plan; the right to decide dissolution and liquidation; the right to designate and appoint the members of the liquidation committee; the right to approve liquidation plan and liquidation report, etc; (3) acting as Party B’s legal representative or acting as Party B’s chairman of the board, managing director or manager and/or acting on behalf of Party C to designate, appoint or remove Party B’s legal representative (chairman of the board or managing director), directors, supervisors, chief executive officer (or managers) and other senior management members, in accordance with the provisions regarding the way in which the legal representative is appointed in Party B’s articles of association; (4) executing documents (including the m...
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Entrusted Rights. 1.1 To the fullest extent permitted by law, each Authorizing Party hereby irrevocably entrusts and authorizes Party A or the person designated by Party A (the “Trustee”) to exercise all and any shareholder rights (the “Entrusted Rights”) entitled to each Authorizing Party as a shareholder of Party C under the laws of the PRC and the Articles of Association of Party C, including but not limited to the following: (1) To propose the convening of general meetings and to accept any notice of the convening and procedures of general meetings; (2) To attend the general meetings of the Company and sign the resolutions of the general meetings on behalf of each Authorizing Party; (3) To exercise the voting rights of the shareholders of the Company, including but not limited to deciding on the Company’s operating policies and investment plans, reviewing and approving the Company’s annual financial budget plans and final accounting plans, reviewing and approving the Company’s profit distribution plans and loss compensation plans, making decisions on increasing or reducing the Company’s registered capital, amending the Articles of Association, etc.; (4) To decide on the sales, transfer, pledge or otherwise disposal of all or any part of the equity of each Authorizing Party; (5) To designate and appoint the chairman, director, supervisor, general manager, chief financial officer and other senior executives of the Company as the authorized representative of each Authorizing Party at the general meeting of the Company; (6) To obtain the information about the operations, customers, financial status and employees of the Company, and have the right to access other materials related to the Company; and (7) To execute shareholder resolutions and any other documents required to be executed in the name of shareholders in connection with the exercise of the above rights. 1.2 Each Authorizing Party hereby acknowledges that it will be liable for any and all liabilities arising out of or in connection with the exercise of the entrusted rights by the Trustee, except in the case of the Trustee’s willful or gross negligence in violation of laws. 1.3 Each Authorizing Party hereby acknowledges that the Trustee is not required to seek the opinion or consent of any Authorizing Party in any case when exercising the entrusted rights. All acts performed by the Trustee in exercising the entrusted rights shall be deemed those of each Authorizing Party, and all documents signed by the Trustee sha...
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Entrusted Rights. 1.1 The Shareholders hereby irrevocably commit that they shall sign the power of attorney with the same contents and formats as the power of attorney in Attachment 2 on the date of signature of the Agreement to authorize the Entrusted Person with the consent of the Cayman Company to exercise all their rights as the shareholders of the Company according to laws or the then valid articles of the Company (collectively “Entrusted Rights”), including but not limited to: (1) To be present at the shareholder meeting of the Company as a proxy of each Shareholder; (2) To exercise, on behalf of each Shareholder, the voting rights for all such matters as require discussions and solutions in the shareholder meeting (including but not limited to nominating, designating and electing the senior management of the Company such as directors and the general manager); (3) To propose convening shareholder meetings or extraordinary general meetings; (4) The rights of all other shareholders under laws or the then valid articles of the Company (including any of the shareholder voting rights as stipulated in the revised articles); and (5) To sign on behalf of each Shareholder the transfer contract as agreed in the Amended and Restated Exclusive Option Agreement on the date of signature of the Agreement. 1.2 The authorization and entrustment in question is conditional on the Company and the Cayman Company’s consent of the authorization and entrustment. With the consent of the Cayman Company, when and only when the Entrusted Company issues a written notice for replacing the Entrusted Person to the Shareholders, the Shareholders shall promptly designate the other Entrusted Person then designed by the Entrusted Company and sign the power of attorney to authorize a newly designated Entrusted Person to exercise the Entrusted Rights in question. The former power of attorney shall be replaced upon the issuance of the new power of attorney. In addition, the Shareholders shall not revoke the entrustment and authorization made to the Entrusted Person. 1.3 The Entrusted Company shall, within the authorized scope under the Agreement, prudently and diligently perform the entrustment obligations according to law. The Shareholders shall recognize and bear the relevant liabilities for any legal consequence resulting from the Entrusted Person’s exercise of the Entrusted Rights in question. 1.4 Each Shareholder confirms that the Entrusted Person is completely independent without the prior consent of...
Sample 1
Entrusted Rights. 1.1 Party B unconditionally and irrevocably pledge that it will sign the Letter of Authorization (hereinafter referred to as “the Letter of Authorization”) attached to the Agreement with the same content and format after the Agreement takes effect. This shall respectively authorize Party A or directors appointed by Party A and liquidators or other successors (hereinafter referred to as “the proxy”) who perform the duties of such directors in accordance with Party A’s instructions to exercise the rights enjoyed as Party C’s shareholders. The rights shall be all the shareholder rights enjoyed in accordance with Party C’s then-effective constitutional documents and applicable laws and regulations, and the proxy shall excise corresponding rights on behalf of Party B in all major matters of Party C. Such rights (hereinafter referred to as “the entrusted rights”) include but are not limited to: 1) Proposing, convening, and attending Party C’s shareholders’ general meetings in accordance with Party C’s constitutional documents; 2) Exercising Party B’s all shareholder rights and shareholder’s voting rights, including but not limited to dividend rights and the rights to sale, transfer, pledge, or dispose Party C’s shares. These rights are enjoyed according to applicable laws (including any laws, regulations, rules, notices, interpretations, or other binding documents issued by any central or local legislative, executive, or judicial department before or after the execution of the Agreement, hereinafter referred to as “the laws”) and Party C’s constitutional documents (including any other shareholders’ voting rights provided for by amendments to the constitutional documents); 3) Signing documents (including minutes of shareholders’ general meetings) and filing documents with relevant company registries; 4) Deciding matters concerning the submission and registration of documents related to Party C with government departments; and 5) Exercising any shareholder rights to process Party C’s assets by operation of law, including but not limited to the rights to manage Party C’s asset-related business, use Party C’s revenues, and obtain its assets. 1.2 Party B agrees that Party A has the right to assign the entrusted rights, and is able to entrust other parties on its own to handle the matters under Article 1.1. The proxy and/or Party A exercise the entrusted rights just as Party B personally exercise the shareholder rights. The premise of the authorization and proxy of th...
Sample 1
Entrusted Rights. The rights Party A entrusts to Party B include: 1 Party B shall register as shareholder on the Share Register of these companies;
Sample 1
Entrusted Rights. 1.1 Party B unconditionally and irrevocably undertakes that upon the execution of this Agreement, Party B will execute a Power of Attorney (hereinafter referred to as the "Power of Attorney") as set out in Annex I hereto to authorize respectively Party A or, as directed by Party A, the directors of its overseas parent company Kanzhun Limited and the liquidator or other successor acting for such directors (hereinafter referred to as the "Trustee") designated by Party A as Party B’s sole and exclusive Trustee to enjoy all the rights of shareholders of Party C in respect of matters relating to the equity interest in Party C on behalf of Party B in accordance with the articles of association of Party C and then effective applicable laws and regulations and to exercise the Corresponding Rights on behalf of Party B in all matters relating to Party C. Such rights (hereinafter referred to as the "Entrusted Rights") include but are not limited to: 1) To propose, convene and attend the shareholders' meeting of Party C as Party B's agent in accordance with Party C's articles of association;
Sample 1
Entrusted Rights. The Entrusting Party agrees to entrust, transfer and assign to the Entrusted Party, without consideration, unconditionally, exclusively, and irrevocably, to exercise, in accordance with the terms and conditions of this Agreement, [*] shares of the Target Company (corresponding to [*]% of the shares of the Target Company, the “Entrusted Shares”), all the non-property rights including the shareholders’ right to propose, nominate and vote (collectively, the “Entrusted Rights”) corresponding to the Entrusted Shares (the “Entrustment”). The Entrusted Party agrees to accept and complete the Entrustment in accordance with the terms and conditions of this Agreement.
Sample 1

Related to Entrusted Rights

  • Confidential Information (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

  • Confidential Information Intellectual Property You acknowledge and agree that, as a result of your employment, you will have access to trade secrets and other confidential or proprietary information of the Company and its customers and vendors (“Confidential Information”). Such information includes, but is not limited to: (i) customers and clients and customer or client lists, (ii) accounting and business methods, (iii) services or products and the marketing of such services and products, (iv) fees, costs and pricing structures, (v) designs, (vi) analysis, (vii) drawings, photographs and reports, (viii) computer software, including operating systems, applications and program listings, (ix) flow charts, manuals and documentation, (x) databases, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) copyrightable works, (xiii) all technology and trade secrets, and (xiv) all similar and related information in whatever form. You agree that you shall not disclose or use at any time, either during your employment with the Company or thereafter, any Confidential Information, except to the extent that such disclosure or use is directly related to the Company’s business, or unless required to by law, or unless and to the extent that the Confidential Information in question has become generally known to and available for use by the public other than as a result of your acts or omissions to act. In addition, you further agree that any invention, design or innovation that you conceive or devise from your use of Company time, equipment, facilities or support services belong exclusively to the Company, and that it may not be used for your personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company.

  • Trade Secrets and Confidential Information/Company Property Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and nonsolicitation of Company employees. Employee’s signature below constitutes his/her certification under penalty of perjury that he/she has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his/her employment with the Company, or otherwise belonging to the Company.

  • Proprietary Information of Third Parties No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

  • Proprietary Matters The Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, know-how or intellectual property that are generated or conceived by the Executive during the term of this Agreement, whether generated or conceived during the Executive’s regular working hours or otherwise, will be the sole and exclusive property of the Company. Whenever requested by the Company (either during the term of this Agreement or thereafter), the Executive will assign or execute any and all applications, assignments and or other instruments and do all things which the Company deems necessary or appropriate in order to permit the Company to: (a) assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-how, applications, patents, copyrights, trade names or trademarks; or (b) apply for, obtain, maintain, enforce and defend patents, copyrights, trade names, or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes or know-how. However, the improvements, inventions, discoveries, processes or know-how generated or conceived by the Executive and referred to above (except as they may be included in the patents, copyrights or registered trade names or trademarks of the Company, or corporations, partnerships or other entities which may be affiliated with the Company) shall not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of this Agreement, or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company or its affiliates. The foregoing will not prohibit any activities which are expressly permitted by the last sentence of paragraph 3 of this Agreement during the term of this Agreement.

  • Proprietary Information Obligations You acknowledge your continuing obligations under your Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.

  • Confidentiality Intellectual Property The Executive agrees that during the Executive’s employment with the Company, whether or not under this Agreement, and at all times thereafter: (a) The Executive will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as required in connection with the performance of the Executive’s duties for the Company, and except to the extent required by law (but only after the Executive has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure). As used herein, “Confidential Information” means all trade secrets and all other information of a business, financial, marketing, technical or other nature relating to the business of the Company including, without limitation, any customer or vendor lists, prospective customer names, financial statements and projections, know-how, pricing policies, operational methods, methods of doing business, technical processes, formulae, designs and design projects, inventions, computer hardware, software programs, business plans and projects pertaining to the Company and including any information of others that the Company has agreed to keep confidential; provided, however, that Confidential Information shall not include any information that has entered or enters the public domain through (i) no fault of the Executive, and (ii) no breach by any other current or former employee of his/her confidentiality obligations to the Company.

  • Confidential Information of Others Executive certifies that Executive has not, and will not, disclose or use during Executive’s time as an employee of the Company, any confidential information which Executive acquired as a result of any previous employment or under a contractual obligation of confidentiality or secrecy before Executive became an employee of the Company.

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Trade Secrets and Proprietary Information Executive recognizes and ----------------------------------------- acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered "confidential information" of the Company for the purposes of this Agreement. In consideration of his employment and engagement as a consultant, Executive agrees that he will not, during or after the Term, without the consent of the chief executive officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company's business in accordance with Company policies or instructions or authorization from the chief executive officer, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event Executive is required to make disclosure pursuant to legal process, Executive shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company's confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Paragraphs 6, 7 and 8 of this Agreement, the term "Company" shall include the Company, its parent, its subsidiaries and affiliates.

Most Referenced Clauses

Most Referenced Definitions