Exercise of Pledge Right. 8.1 Prior to the fulfillment of performance of the obligations under the Master Agreement, the Pledgor should not transfer the Pledged Equity Interests without the written consent of the Pledgee.
8.2 In the event of occurrence of the Event of Default described in above Article 7, the Pledgee shall give a Notice of Default to the Pledgor when exercising the Pledge Right. The Pledgee may exercise the right to dispose of the Pledge Right at the same time of or any time after the service of the Notice of Default.
8.3 The Pledgee has the right to sell in accordance with legal procedure or dispose of in the other way allowed by law the Pledged Equity Interests hereunder. If the Pledgee decides to exercise the Pledge Right, the Pledgor undertakes to transfer all of his shareholder rights to the Pledgee for exercise. In addition, the Pledgee has the priority to receive the proceedings arising from selling at a discount, auction of, or selling off the equity interests pledged by the Pledgor to the Pledgee according to the legal proceedings.
8.4 When the Pledgee is disposing of the Pledge Right in accordance with this Agreement, the Pledgor should not create any obstacle, and shall provide any necessary assistance to help the Pledgee to realize the Pledge Right.
Exercise of Pledge Right. 8.1 Before the full payment of outstanding amounts, including consultation service fees, specified under the Business Cooperation Agreement, the Pledgors shall not transfer this Pledge Right and its Equity Interest in Party C without the Pledgee’s written consent.
8.2 The Pledgee may issue a Default Notice to the Pledgors when the Pledgee exercises the Pledge Right.
8.3 Subject to Article 7.3 hereof, upon or at any time after the issue of Default Notice in accordance with Article 7.2, the Pledgee may exercise its right to dispose of the Pledge Right. At the time that the Pledgee decides to exercise its right to dispose of the Pledge Right, the Pledgors shall no longer own any right and interest in relation to the Equity Interest.
8.4 In case of any breach of this Agreement, within the extent permitted by law and according to relevant provisions of laws, the Pledgee is entitled to obtain the pledged Equity Interest and dispose of the pledged Equity Interest in accordance with legal procedures. The Pledgee is not required to pay the proceeds received from such disposition to the Pledgors; the Pledgors hereby waive their potential rights to require from the Pledgee any proceedings from disposition of the pledged Equity Interest. Similarly, the Pledgors shall assume no further obligations to the Pledgee for any loss after the disposition of the pledged Equity Interest.
8.5 In case that the Pledgee disposes of the Pledge Right in accordance with this Agreement, the Pledgors and Party C shall provide necessary assistance to facilitate the Pledgee to realize its Pledge Right.
Exercise of Pledge Right. 6.1 Before the Guaranteed Debts are not fully repaid and the Contractual Obligations are not fully performed, the Pledgors shall not transfer or dispose of the Pledged Equity in any other form without the written consent of the Pledgee.
6.2 The Pledgee shall give a notice of default to the Pledgors when exercising the pledge right.
6.3 Subject to the provisions of Article 5.3, the Pledgee may exercise the pledge right at the same time as the notice of default is given in accordance with Article 5.3 or at any time after the notice of default is given.
6.4 The Pledgee shall have the priority to gain compensation with the proceeds from discounting, auctioning or selling all or part of the Pledged Equity under the Agreement in accordance with legal procedures, until the unpaid service fees under and all other payables the Service Agreement have been settled, and the Purchase Option Agreement and Business Operation Agreement have been completely performed.
6.5 When the Pledgee exercises the pledge right in accordance with the Agreement, the Pledgors shall not set up any obstacle and shall provide necessary assistance to enable the Pledgee to realize its pledge right.
Exercise of Pledge Right. 8.1 Prior to full payment of the consulting and service fee described in the Business Cooperation Agreement, without prior written consent of the Pledgee, the Pledgor may not transfer the pledge right or the shares it holds in Party C.
8.2 While exercising the pledge right, the Pledgee may issue the notice of default to the Pledgor.
8.3 Subject to Article 7.3, the Pledgee may exercise the pledge right when the notice of default is issued under Article 7.2 or at any time after such notice of default has been issued.
8.4 The Pledgee is entitled to the right of compensation by the payment arising from transfer, auction or sales of all or part of equity interest pledged hereunder according to the legal procedures, until all the payment not fully repaid that has become due and payable under the Business Cooperation Agreement and other payment due and payable to the Pledgee have been completely compensated.
8.5 When the Pledgee is exercising the pledge right hereunder, the Pledgor and Party C shall provide necessary assistance so that the Pledgee may exercise the pledge right hereunder.
Exercise of Pledge Right. 8.1 Prior to the fulfillment of performance of all obligations under the Master Contract, the Pledgor should not transfer the Pledged Equity Interests without the written consent of the Pledgee.
8.2 In the event of occurrence of an Event of Default described in above Article 7, the Pledgee shall serve a Notice of Default to the Pledgor when exercising the Pledge Right.
Exercise of Pledge Right. 8.1 The Pledgors agree that, under the following circumstances the Pledgee may exercise the pledge right hereunder in accordance with this Article 8:
(1) where Shenzhen Xunlei and/or the Existing Shareholders fail to perform related obligations under the Reorganization Contracts, and further fail to cure such default within thirty (30) days following the service of a written notice by the Pledgee, except for the circumstance specified in paragraph (3) of this Article 8;
(2) where the business or major operation strategy of Shenzhen Xunlei has adverse effect on the company’s operation, or, the Pledgee reasonably believes that certain behavior of Shenzhen Xunlei will have material adverse effect on the Pledgee, and Shenzhen Xunlei fails to cure such behavior within thirty (30) days after the service of a written notice by the Pledgee; or
(3) where Shenzhen Xunlei and/or the Existing Shareholders have materially violated the requirements under the Reorganization Contracts, which has constituted a material breach of contract.
8.2 Where any circumstance listed in above Article 8.1 occurs with Shenzhen Xunlei and/or the Existing Shareholders, the Pledgee may immediately exercise the Pledged Equity after giving the Pledgors a written notice, and the Pledgors shall provide cooperation and take any necessary action or sign any necessary document reasonably required by the Pledgee.
8.3 Before the Pledgee exercises the Pledged Equity, it has the right to exercise the voting right and any other rights and power associated with the Pledged Equity, without breaching this Contract and the Reorganization Contracts.
Exercise of Pledge Right. 8.1 The following events shall constitute an event of default under this Agreement (“Default Event”) (unless it has been remedied or exempted, the Default Event shall be considered “continuing”):
8.1.1 Any representation, warranty or statement made by the Pledgor or the Company in this Agreement or any Main Agreements are false, incomplete or inaccurate in any aspect; or, the Pledgor or the Company breaches or fails to perform any obligation under this Agreement or any Main Agreements, or fails to perform any undertaking under this Agreement or any Main Agreements; or
8.1.2 One or more of the obligations of the Pledgor or the Company under this Agreement or any Main Agreements are deemed to be illegal or invalid.
8.2 In event of a Default Event and the continuation of a Default Event, the Pledgee is entitled to all the rights of a secured party pursuant to the relevant laws of China in force (including the provisions of the Security Law of People’s Republic of China and the Property Law of the People’s Republic of China), these rights include but not limited to:
8.2.1 issuing a written notice to the Pledgor three (3) days in advance, selling part or all of the Pledged Shares in one or more public or private transactions and the sale can be in the form of cash, credit transactions or future delivery; or
8.2.2 entering into an agreement with the Pledgor to purchase the Pledge Shares at the cash value determined in reference to the market price of the pledge subject. The Pledgee is entitled to receive the expenses set out in Article 3 of this Agreement in priority from the proceeds from the disposal of the Pledged Shares in the above manners.
8.3 The Pledgor and the Company shall take all legal and appropriate actions as required by the Pledgee to ensure that the Pledgee exercises its pledge rights. As for the foregoing, the Pledgor and the Company shall sign all the documents and materials as well as take all the measures and actions as the Pledgee reasonably requires.
Exercise of Pledge Right. 8.1 Unless stipulated in the Exclusive Option Agreement or other transaction agreements, the Pledgor shall not transfer the pledge right or the equity in Party C without the written consent of the Pledgee before the contractual obligations are fully fulfilled and the secured obligations are fully repaid.
8.2 When exercising the pledge right, the Pledgee may issue a notice of default to the Pledgor according to Article 7.3.
8.3 Subject to the provisions of Article 7.3, the Pledgee may exercise the right to enforce the pledge right at the same time as or at any time after the notice of default is issued according to Article 7.
Exercise of Pledge Right. 5.1 In the event of the possibility that the Collateral may decrease in value, to the detriment of the rights of the Pledgee, the Pledgee may request the Pledgor to provide relevant guarantees. In the event that the Pledgor fails to provide such guarantees, the Pledgee may auction or sell the Collateral at any time, and reach an agreement with the Pledgor that the proceeds earned from the auction or sale be used to repay the pledged debt, or draw from the notary bodies in residence of the Pledgor (any costs incurred from which shall be borne by the Pledgor).
5.2 In the event of any breach of the Agreement, the Pledgee has the right, upon written notice to the Pledgor, to exercise all breach remedy rights in accordance with PRC Laws and the terms of this Agreement, including but not limited to the auction or sale of all or part of the Collateral. The Pledgee shall not bear any obligations for any losses caused by its reasonable exercises of such rights.
5.3 The Pledgee has the right to designate in writing any solicitor or other agents to exercise any and all of the forgoing rights. The Pledgor shall not file any objection.
5.4 Reasonable costs incurred from the Pledgee’s exercise of any or all of the above rights shall be borne by the Pledgor, and the Pledgee has the right to deduct such costs from the proceeds of the exercise of the rights according to its actual costs.
5.5 The proceeds from the Pledgee’s exercise of its rights shall be disposed in the following order of precedence: First, payment to all the expenses arising out of the liquidation of the Collateral and the Pledgee’s exercise of its rights (including premiums for the lawyers and agents); Second, payment from due taxes for the liquidation of the Collateral; and Third, repayment of the pledged debt to the Pledgee. In the event of a surplus after deducting all the above expenses, the Pledgee shall return the surplus to the Pledgor or others who have benefits upon such sum, pursuant to applicable laws and regulations or draw at the notary authorities in the area where the Pledgee is located (any costs incurred of which shall be borne by the Pledgor).
5.6 The Pledgee has the right to simultaneously or successively execute the Pledge Rights it holds over any Target Company or possess any other breach remedy at his sole discretion. The Pledgee does not necessarily need to execute other breach remedies before it exercises the rights for the auction or sale of the Collateral under the Agreement. Th...
Exercise of Pledge Right. Before the service fee as stated in the Service Agreement is fully repaid as schedule and the obligations under other Master Agreements is not fully performed, without the written consent of the Pledgee, the Pledgor shall not transfer the pledged equity interests. The Pledgee shall issue Notice of Default to the Pledgor when the Pledgee exercise the pledge right. Subject to the requirements of Clause 7.3, the Pledgee may exercise the rights of disposal of pledge right at the same time of issuing Notice of Default according to Clause 7.3 or at any time after issuing Notice of Default. The Pledgee has the preferential rights to receive payment out of discount of all or part of equity interests under the Contract or auction or sale of such equity interests according to legal procedures until unpaid service fee under the Service Agreement and other fees of Joy Star under relevant master agreements and all other payables are fully settled. When the Pledgee disposes of the pledge right according to the Contract, the Pledgor shall not impose any encumbrance and shall provide necessary assistance to enable the Pledgee to realise its pledge right.
