Exercise of the Pledge Rights Sample Clauses

Exercise of the Pledge Rights. 8.1 Any of the following events will constitute an exercise event hereunder (the “Exercise Event”) (except remedies or exemption has been made, the Exercise Event will be deemed to be “continuous”): 8.1.1 Any representations, warranties or declarations made by the Pledgors or the Company under this Agreement or the Main Agreements are untrue, incomplete or inaccurate; or, the Pledgors or the Company breaches, or fails to perform any obligations or comply with any undertakings, under this Agreement or the Main Agreements. 8.1.2 Any or more of the Pledgors’ or the Company’s obligations under this Agreement or any of the Main Agreements are deemed to be illegal or invalid. 8.1.3 The Company terminates business or is dissolved, or is ordered to terminate business or dissolve, or becomes bankrupt. 8.1.4 The Pledgors and/or the Company involves any disputes, proceedings, arbitrations or administrative procedures or any other legal proceedings or governmental consultancy, action or investigation as reasonably deemed by the Pledgee to have material adverse effects upon any of the following matters: (i) the capacity for the Pledgors’ performance of their obligations under this Agreement or any of the Main Agreements, or (ii) the capacity for the Company’s performance of their obligations under this Agreement or any of the Main Agreements. 8.1.5 Any other circumstances under which the Pledged Equity may be disposed pursuant to the applicable laws and regulations. 8.2 Once upon the occurrence of an Exercise Event and during the existence of such Exercise Event, the Pledgee shall have the right to exercise all rights as the guaranteed person pursuant to the effective PRC laws (including but not limited to the provisions of the Guarantee Act of the People’s Republic of China and the Property Act of the People’s Republic of China), including but not limited to: 8.2.1 to sell, auction or realize part or all of the Pledged Equity at one or more public or private trading occasions, under which situation the transaction may be carried out in cash, credit trade or future delivery; or 8.2.2 to execute, or nominate any entity to execute, an agreement with the Pledgors to purchase the Pledged Equity at the currency value as determined by reference to the market price of the pledged property. The Pledgee shall have the right to firstly compensated regarding the costs and expenses described in Section 3 above from the price obtained by disposal of the Pledged Equity as per the ma...
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Exercise of the Pledge Rights. 8.1 The Pledgee shall give a default notice to the Pledgors in accordance with Article 7.3 of the Agreement when exercising the Pledge Rights. 8.2 Subject to the stipulations of Article 7.3, the Pledgee may exercise the Pledge Rights at any time after the default notice is given in accordance with Article 7.3. 8.3 The Pledgee shall be entitled to first receive the proceeds from the discounted sale, auction or disposal of all or part of the equity under the Agreement in accordance with the statutory procedures, until the outstanding service fees and all other amounts due under each agreement have been satisfied, and all other obligations under each agreement have been fulfilled. 8.4 When the Pledgee exercises the Pledge Rights in accordance with the Agreement, the Pledgors and/or Party C shall not create any obstacles and shall provide necessary assistance to enable the Pledgee to realize its Pledge Rights.
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Exercise of the Pledge Rights. 8.1 When the Pledgee exercises its pledge rights, the Pledgee shall give a written notice of breach to the Pledgor. 8.2 Subject to the provisions of Article 7.3, the Pledgee may exercise the right to dispose of the pledge rights at any time after the notice of breach is given in accordance with Article 8. 1. When the Pledgee decides to exercise the right to dispose of the pledge rights, the Pledgor will no longer have any rights and interests related to the pledged equity. 8.3 The Pledgee shall have the right to exercise all the remedies it has under the laws of the PRC, the Transaction Documents and the terms of this Agreement upon the notice of default in accordance with Article 8.1, including but not limited to the discounted value of the pledged equity or the proceeds from the auction and sale of the pledged equity as a priority. The Pledgee shall not be responsible for any losses caused by its reasonable exercise of such rights and powers. 8.4 The funds obtained by the Pledgee during the exercise of the pledge rights shall have priority in paying the taxes due to the disposal of the pledged equity, performing the contractual obligations to the Pledgee, and paying the guaranteed debts. If there is any balance after deduction of the above-mentioned funds, the Pledgee shall return the remaining funds to the Pledgor or other persons who have rights to the funds in accordance with relevant laws and regulations, or deposit it with the notary office where the Pledgor is located (all resulting costs shall be borne by the Pledgor); where permitted by Chinese laws, the Pledgor shall unconditionally gift the aforesaid funds to the Pledgee or the persons designated by the Pledgee. 8.5 The Pledgee shall have the right to exercise any remedy for breach of contract it is entitled to at its option simultaneously or successively. The Pledgee shall not require any other remedy for breach of contract before exercising the right to be reimbursed by the discount of the pledged equity or the proceeds from the auction or sale of the pledged equity hereunder. 8.6 The Pledgee shall have the right to appoint its lawyer or other agent in writing to exercise its pledge rights, to which the Pledgor or Party C shall not object. 8.7 When the Pledgee disposes of the pledge rights in accordance with this Agreement, the Pledgor and Party C shall provide necessary assistance to enable the Pledgee to realize its pledge rights.
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Exercise of the Pledge Rights. 9.1 Subject to the provisions of Article 7.1.1 hereof, without Party A’s written consent, the Pledgors shall not transfer or otherwise dispose of the Pledged Collateral until all the Secured Liabilities under the Service Agreements have been paid. 9.2 At the time of its exercise of the Pledge Rights, Party A shall serve a Default Notice on the Pledgors. 9.3 Subject to the provisions of Article 8.3 hereof, Party A may exercise the right to dispose of the Pledged Collateral at the same time it serves or at any time after it has served a Default Notice on the Pledgors in accordance with the provisions of Article 8.3 hereof.
Sample 1
Exercise of the Pledge Rights. 8.1 The Pledgee may exercise the Pledge Rights by sending a written notice to the Pledgor. 8.2 When exercising the Pledge Rights, the Pledgee shall have the right to dispose of the pledged Equity to the extent permitted and in accordance with applicable Chinese Laws; All funds received by the Pledgee as a result of exercising the Pledge Rights shall be used in the following order: (a) to pay all expenses arising from the Pledgee’s disposal of Equity and the exercise of rights (including the lawyers’ fees and agent fee); (b) to pay the taxes payable due to the disposal of Equity; (c) to repay the Secured Debts to the Pledgee. If there is any remaining amount after deducting the said amounts, such remaining amount (without interest) shall be paid to the Pledgor or other person entitled to it according to relevant Chinese Laws or deposited with the notary office where the Pledgee is located (any and all expenses incurred therefrom shall be paid from the remaining amount). ​ 8.3 When the Pledgee disposes of the Pledge Rights in accordance with this Agreement, the Pledgor and Party C shall provide necessary assistance to enable the Pledgee to enforce the Pledge Rights in accordance with this Agreement. ​ 8.4 All actual expenses, taxes and legal fees in connection with the creation of the Equity pledge and the realization of the Pledgee’s rights hereunder shall be borne by Party C, except for those that should be borne by the Pledgee according to Chinese Laws. In such case, the Pledgee shall have the right to deduct such expenses from the funds obtained from exercising its rights. ​ 8.5 The amount of the Secured Debts determined by the Pledgee at its own discretion when exercising its Pledge Rights over the Equity in accordance with the provisions of this Agreement shall be conclusive evidence of the Secured Debts hereunder.
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Related to Exercise of the Pledge Rights

  • Exercise of the Pledge 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give a written Notice of Default to the Pledgor when it intends to exercise the Pledge. 8.3. Subject to Article 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4. Upon issuing a Notice of Default under Article 7.3, the Pledgee may exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity with the proceeds to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaid. 8.5. When the Pledgee enforces the Pledge in accordance with this Agreement, the Pledgor shall not put up any obstacle and shall give necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

  • Exercise of Rights in Pledged Collateral (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender or its nominee at any time after the occurrence of a Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Term of the Pledge 3.1 The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein is registered with the relevant administration for industry and commerce (the “AIC”). The Pledge shall remain effective until all Contract Obligations have been fully performed and all Secured Indebtedness has been fully paid. The Pledgor and Party C shall (1) register the Pledge in the shareholders’ register of Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein within thirty (30) days following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the Parties shall be bound by the provisions of this Agreement. The Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the relevant PRC laws and regulations and the competent AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after submission for filing. 3.2 During the Term of the Pledge, in the event the Pledgor and/or Party C fails to perform the Contract Obligations or pay Secured Indebtedness, the Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of this Agreement.

  • Voting Rights in Respect of the Pledged Collateral (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

  • Exercise of Rights No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6(h) of this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand.

  • Exercise of Rights; Tender Offers Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall promptly notify each applicable Fund of such action in writing by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing.

  • Waiver and exercise of rights 15.5.1 A single or partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right. 15.5.2 No Party will be liable for any loss or expenses incurred by the other Party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

  • Exercise of the Repurchase Right The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on or before the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares to be repurchased from Owner.

  • The Pledge The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such Securities.

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