Obligations of Pledgors. (a) Pledgors in this act agree and undertake, and Issuers acknowledge and agree, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, one hundred percent (100%) or more of the issued and outstanding capital stock of Issuers, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph. (b) Pledgors undertake and agree that they shall, during the term of this Agreement: (i) defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares currently owned by, or acquired by, Xxxxxxxx, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuers in relation to such Distributions); ii. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgors and/or Issuers reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which said Xxxxxxx and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.
Appears in 2 contracts
Samples: Pledge Agreement (Grupo Aeromexico, S.A.B. De C.V.), Pledge Agreement (Grupo Aeromexico, S.A.B. De C.V.)
Obligations of Pledgors. 10.1 Before the pledge terminates, unless Pledgee consents, Pledgors:
(a) shall comply with all the laws and regulations related to this Agreement, strictly perform and comply with all the obligations and responsibilities of this Agreement and take all necessary measures to ensure the legality and validity of the Equity, including but not limited to ensuring the legality and validity of the pledge;
(b) shall notify Pledgee of all the details of the existing or potential litigation, arbitration or executive procedures (if any) up to three working days after Pledgors become aware of such litigation, arbitration or executive procedures;
(c) shall not place other encumbrances on the Equity except the pledge of this Agreement or dispose of the Equity without prior consent of Pledgee;
(d) shall not take any action that may change or impair Pledgee’s Rights of Pledge or any other rights of this Agreement.
10.2 The Pledgors shall register the pledge of this Agreement in the shareholders’ list of CDMTV on the date when this Agreement is executed. Pledgee shall provide necessary assistance.
10.3 Before the Obligations are met, the following situations shall be deemed an event of default:
(a) Pledgors in this act agree and undertakeor CDMTV fail to perform the 2007 Loan Agreement, and Issuers acknowledge and agreethe 2007 Service Agreement and/or the 2007 Domain Name License Agreement or breach the 2007 Loan Agreement, that the Pledged Shares (including 2007 Service Agreement and/or the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, one hundred percent (100%) or more of the issued and outstanding capital stock of Issuers, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.2007 Domain Name License Agreement;
(b) Pledgors undertake and agree that they shalltransfer or otherwise dispose or place other encumbrances on the Equity, during except the term pledge of this Agreement:, without prior consent of Pledgee;
(c) any representation or warranty made by Pledgors in Article 8 of this Agreement is materially misleading or untrue and/or Pledgors breach any warranty in Article 8;
(d) Pledgors breach the undertaking in Article 9 of this Agreement;
(e) Pledgors materially breach this Agreement;
(f) Pledgors wholly or partly waive the Equity or transfer the Equity without the written consent of Pledgee, except to transfer the Equity pursuant to this Agreement;
(g) any loan, warranty, indemnity, undertaking or debt of Pledgors other than the pledge of this Agreement (1) is requested to pay or perform in advance due to a breach of contract; or (2) is mature but fails to be paid or performed which makes Pledgee reasonably believe that the ability of Pledgors to perform this Agreement is materially affected;
(h) Pledgors fail to pay other material debt;
(i) defendPledgors’ possessions are materially adversely affected due to Pledgors’ intended behavior which leads to the ability of Pledgors to perform this Agreement is materially affected;
(j) Pledgors, at its own cost CDMTV and expensetheir successors, assigns or representatives fail to fully perform or refuse to perform the 2007 Loan Agreement, the Pledged Shares 2007 Service Agreement or the 2007 Domain Name License Agreement;
(k) Pledgors materially breach other terms and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated conditions by any Person action or inaction;
(including any Person claiming an interest in the Pledged Sharesl) other than circumstances in which Pledgors breach other obligations of this Agreement or may affect Pledgee’s other rights of this Agreement. Pledgors shall notify Pledgee and/or of any event set out in Article 10.3 or circumstances that will lead to events set out in Article 10.3 with a written notice up to three working days after Pledgors become aware of such event.
10.4 Unless the Exit Debt Financing Secured Parties; provided thatbreach of this Agreement is resolved to Pledgee’s satisfaction, Pledgee shall have the right, but not the obligation, right to defend the Pledged Shares send Pledgors a notice of breach in written form and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares currently owned by, or acquired by, Xxxxxxxx, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuers in relation to such Distributions);
ii. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder;
iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee request to exercise such voting rights , in each case, in accordance with the provisions Right of Clause Four;
iv. promptly notify Pledgee in writing Pledge of any circumstances that adversely affect or that Pledgors and/or Issuers reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs;
v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which said Xxxxxxx and Issuer receives such request; and
vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.
Appears in 1 contract
Obligations of Pledgors. (a) Pledgors in this act agree and undertake, and Issuers acknowledge and agree, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, one hundred percent (100%) or more of the issued and outstanding capital stock of Issuers, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.
(b) Pledgors undertake and agree that they shall, during the term of this Agreement:
(i) defend, at its own cost and expense, the Pledged Shares Aircraft and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged SharesAircraft, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged SharesAircraft) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares Aircraft and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares Aircraft currently owned by, or acquired by, XxxxxxxxPledgors, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares Aircraft or any interest therein, except for that allowed under paragraph (a) of Clause Five hereof, and save for the Security Interest or as permitted otherwise in the Indenture; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged SharesAircraft, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares Aircraft (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuers in relation to such Distributions);
ii. comply, observe, maintain, renew and carry out all and any applicable Legal Requirements or with respect to the Pledged Aircraft; keep the Pledged Aircraft registered in the name of Pledgors in accordance with the applicable laws, and obtain and maintain in full force and effect all the concessions, certificates, licenses, permits and authorizations required for the use and operation of the Pledged Aircraft;
iii. cover and pay in full all and any necessary or convenient costs and expenses for the proper conservation, repair, administration and operation of all and any Pledged Aircraft;
iv. make reasonable efforts to maintain the Pledged Aircraft in good physical condition and for its operation and carry out any repairs and replacements thereto in order to maintain the value and operational efficiency of the Pledged Aircraft, except for ordinary wear and tear, and maintain and preserve the Pledged Aircraft in accordance with manufacturers’ standards;
v. not to use the Pledged Aircraft or any part thereof in any way that is contrary to any recommendations of the manufacturers or other applicable airworthiness directives and service bulletins issued by the Aviation Authorities;
vi. ensure that all personnel and crew involved in the operation of the Pledged Aircraft is qualified for said purposes and has all the licenses and certifications required in accordance with the applicable laws and the requirements of the Aviation Authorities;
vii. in accordance with the provisions of Article 361 of the Law, maintain possession of the Pledged Aircraft at all times, except as otherwise permitted by the Indenture; provided that Pledgors will be responsible for any losses or damages that are suffered by Pledgee and/or the Secured Parties of the Exit Debt Financing in relation to the Pledged Aircraft, due to negligence, fraud or bad faith of any Pledgors;
viii. refrain from amending the terms of any document that constitutes or is related to the Pledged Aircraft, in any manner, that may affect the performance of the Exit Debt Financing Secured Obligations or otherwise result (or may reasonably be expected to result) in a breach of or conflict with the terms and conditions of the Exit Debt Financing Documents, without prior written authorization of Pledgee;
ix. not abandon Pledged Aircraft, and refrain from taking any action or allowing allow any Person to take carry out or refrain from taking any action, which may impair (i) expose the Pledged Aircraft or any part thereof to risk of damage, destruction, seizure, confiscation, forfeiture or attachment, and/or (ii) prejudice the validity or enforceability of the Security Interest created hereunder;
iii. exercise voting rights or refrain from exercising any voting rights related x. guarantee at all times the existence and legitimacy of the Pledged Aircraft, until such time as the Exit Debt Financing Secured Obligations have been duly and timely satisfied, paid, complied with and irreversibly settled in full, to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions satisfaction of Clause FourPledgee;
ivxi. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgors and/or Issuers Pledgors(or any of them) reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the material loss, destruction or material reduction of the value of the Pledged Shares Aircraft (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs;
v. xii. provide Pledgee all the information that Pledgee wishes justifiably and reasonably requires in connection with the Pledged Shares Aircraft, as soon as possible possible, but in any case within two (2) Business Days following the date on which said Xxxxxxx Pledgor and Issuer receives such request; and
vixiii. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.
(b) Pledgors undertake to and agree that they shall protect, indemnify, reimburse, defend and hold Pledgee and the Exit Debt Financing Secured Parties (as well as their respective successors, representatives and assignees) and their respective directors, officials, officers, employees, agents, legal advisers and agents, at the exclusive cost and charge of Pledgors, harmless from and against all and any liabilities, losses, claims, proceedings, penalties, judgments, liens, determinations, claims, damages, costs, fines and disbursements, as well as reasonable and documented expenses and fees of any kind (including, without limitation, the fees of legal advisors), whether known or unknown, anticipated or unforeseen, contingent or otherwise arising out of or in connection with the Pledged Aircraft or any part thereof (including, without limitation, any contingency or tax liability), this Agreement and/or any act or omission in connection therewith, including without limitation, in connection with (i) the execution, granting and performance of this Agreement and any amendment thereof; (ii) the improvement and maintenance of the Security Interest established hereunder; (iii) the exercise of any rights arising out of or in connection with the Pledged Aircraft; and (iv) the exercise by Pledgee of any of its rights, actions, and remedies in accordance with or under this Agreement. The indemnity obligations of Pledgors contained in this Clause shall continue in full force and effect regardless of the termination of this Agreement and shall survive the sale or transfer of the Pledged Aircraft (or any part thereof) in accordance with Clause Seven of this Agreement or otherwise.
(c) Pledgors in this act expressly and irrevocably agree to maintain the Security Interest in favor of Pledgee on all of Pledged Aircraft and in this act Pledgors unconditionally, expressly and irrevocably waive to exercise each and every rights provided for in Article 358 of the Law, without the prior written consent of Pledgee.
Appears in 1 contract
Samples: Non Dispossession Pledge Agreement (Grupo Aeromexico, S.A.B. De C.V.)
Obligations of Pledgors. (a) 5.1 The dividend and bonus arising from the Pledged Equity shall be deposited in an escrow account for the supervision of the Pledgee.
5.2 Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgors shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall place encumbrances on such Pledged Equity;
5.3 Without the Pledgee’s prior written consent, the Pledgors shall not supplement or amend the articles of association of the Company in this act agree any manner, nor shall it increase or decrease the registered capital or change the shareholding structure of the Company in any manner;
5.4 The Pledgors shall cause the Shareholders’ General Meeting not to approve for the resolutions on the dissolution, liquidation and undertakechange of legal form of the Company, its subsidiaries wholly owned or controlled by the Company;
5.5 The Pledgors shall cause the Shareholders’ General Meeting not to approve for any Profit Distribution Proposal, nor shall accept such distributed dividend without the Pledgee’s prior written consent; At the Pledgee’s request, it shall promptly approve for the Profit Distribution Proposal, and Issuers acknowledge accept such distributed dividend;
5.6 At the Pledgee’s request, the Pledgors shall provide the Pledgee with all information regarding the business operation and agree, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none financial condition of the Exit Debt Financing Secured Obligations remains outstandingCompany;
5.7 The Pledgors shall not incur or succeed to any debts or liabilities which may adversely affect their equity interests in the Company without the Pledgee’s prior written consent;
5.8 The Pledgors shall appoint, one hundred percent (100%) or more and appoint only, the candidates nominated by the Pledgee to the board of directors of the issued Company, and outstanding capital stock shall not replace such candidates without the Pledgee’s prior written consent;
5.9 The Pledgors shall cause the Board of Issuers, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance Directors of the obligations contained in this paragraph.
(b) Pledgors undertake and agree that they shallCompany not to approve any acquisition of, during the term of this Agreement:
(i) defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor ofconsolidation with, or any claim investment in any third party without the Pledgee’s prior written consent;
5.10 The Pledgors shall promptly notify the Pledgee of any pending or threatened lawsuit, arbitration or administrative dispute which involve the assets, business or incomes of the Company, and take positive measures against aforesaid lawsuits, arbitrations or administrative dispute;
5.11 The Pledgors shall not commit any conducts or omissions that may adversely affect the assets, business operation, the debts and liabilities of the Company without the Pledgee’s prior written consent;
5.12 To the extent permitted by the PRC laws and regulations, and at any Person time upon Pledgee’s request, the Pledgors shall promptly and unconditionally transfer their equity interests of the Company to Pledgee or its designated third party in accordance with the Exclusive Purchase Option Agreement, and cause other shareholders waive their rights of first refusal with respect to any such transfer;
5.13 The Pledgors shall cause the directors of the Pledged Shares currently owned by, or acquired by, Xxxxxxxx, except Company approve for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions resolution in respect of the Pledged Shares Equity Transfer or Assets Transfer hereunder;
5.14 The Pledgors shall make every efforts to cause the Company perform the obligations of Article 6 hereunder;
5.15 The Shareholders shall, to the extent permitted by applicable laws, cause the business term of Party C (other including the circumstance of change of business terms) not shorter than taxes payable by Issuers in relation to such Distributionsthat of Party B(including the circumstance of change of business terms);
ii. refrain 5.16 The Pledgors shall strictly comply with the provisions of this Agreement, and effectively perform its obligations hereunder, and shall be prohibited from taking committing any action act or allowing any Person to take or refrain from any action, omission which may impair affect the validity or enforceability of the Security Interest created hereunder;
iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four;
iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgors and/or Issuers reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs;
v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which said Xxxxxxx and Issuer receives such request; and
vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.
Appears in 1 contract
Obligations of Pledgors. (a) Pledgors in this act agree and undertake, and Issuers acknowledge and agree, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, one hundred percent (100%) or more of the issued and outstanding capital stock of Issuers, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.
(b) Pledgors undertake and agree that they shall, during the term of this Agreement:
(i) defend, at its own cost and expense, the Pledged Shares Assets and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged SharesAssets, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged SharesAssets) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares Assets and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares Assets currently owned by, or acquired by, Xxxxxxxx, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares Assets or any interest thereintherein or any interest thereon, except for that allowed under paragraph (a) of Clause Five hereof and except for the Security Interest or as otherwise permitted by the Indenture, including the Sale and Lease-Back Transactions; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged SharesAssets, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares Assets (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuers in relation to such Distributions);
ii. comply, observe, maintain, renew and carry out all and any applicable Legal Requirements or with respect to the Pledged Assets;
iii. cover and pay in full all and any necessary or convenient costs and expenses for the proper conservation, repair, administration and operation of all and any Pledged Assets;
iv. undertake any commercially reasonable efforts to maintain the Pledged Assets in good physical condition and for its operation and carry out any repairs and replacements thereto in order to maintain the value and operational efficiency of the Pledged Assets, ordinary wear and tear excepted;
v. in accordance with the provisions of Article 361 of the Law, maintain possession of the Pledged Assets at all times; provided that Pledgors will be responsible for any losses or damages that are suffered by Pledgee and/or the Secured Parties of the Exit Debt Financing in relation to the Pledged Assets, due to negligence, fraud or bad faith of any Pledgors;
vi. refrain from amending the terms of any document that constitutes or is related to the Pledged Assets, in any manner, that may affect the performance of the Exit Debt Financing Secured Obligations or otherwise result (or may reasonably be expected to result) in a breach of or conflict with the terms and conditions of the Exit Debt Financing Documents, without prior written authorization of Pledgee;
vii. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder;
iiiviii. exercise voting rights or refrain from exercising any voting rights related guarantee at all times the existence and legitimacy of the Pledged Assets, until such time as the Exit Debt Financing Secured Obligations have been duly and timely satisfied, paid, complied with and irreversibly settled in full, to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions satisfaction of Clause FourPledgee;
ivix. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgors and/or Issuers Pledgors(or any of them) reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the material loss, destruction or material reduction of the value of the Pledged Shares Assets (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs;
v. x. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares Assets as soon as possible but in any case within two (2) Business Days following the date on which said Xxxxxxx and Issuer any Pledgor receives such request; and;
vixi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default; and
xii. In the event of an event of default, at their own expense, notify all debtors under any and all Accounts Receivable held by Pledgors at that time, instructing such debtors to make all payments under such Accounts Receivable directly to the bank account designated by Pledgee.
(b) Pledgors undertake to and agree that they shall protect, indemnify, reimburse, defend and hold Pledgee and the Exit Debt Financing Secured Parties (as well as their respective successors, representatives and assignees) and their respective directors, officials, officers, employees, agents, legal advisers and agents, at the exclusive cost and charge of Pledgors, harmless from and against all and any liabilities, losses, claims, proceedings, penalties, judgments, liens, determinations, claims, damages, costs, fines and disbursements, as well as reasonable and documented expenses and fees of any kind (including, without limitation, legal fees), whether known or unknown, anticipated or unforeseen, contingent or otherwise arising out of or in connection with the Pledged Assets or any part thereof (including, without limitation, any contingency or tax liability), this Agreement and/or any act or omission in connection therewith, including without limitation, in connection with (i) the execution, granting and performance of this Agreement and any amendment thereof; (ii) the improvement and maintenance of the Security Interest established hereunder; (iii) the exercise of any rights arising out of or in connection with the Pledged Assets; and (iv) the exercise by Pledgee of any of its rights, actions, and remedies in accordance with or under this Agreement. The indemnity obligations of Pledgors contained in this Clause shall continue in full force and effect regardless of the termination of this Agreement and shall survive the sale or transfer of the Pledged Assets (or any part thereof) in accordance with Clause Seven of this Agreement or otherwise.
(c) Pledgors in this act expressly and irrevocably agree to maintain the Security Interest in favor of Pledgee on all of Pledged Aircraft and in this act Pledgors unconditionally, expressly and irrevocably waive to exercise each and every right provided for in Article 358 of the Law, without the prior written consent of Pledgee.
Appears in 1 contract
Samples: Non Dispossession Pledge Agreement (Grupo Aeromexico, S.A.B. De C.V.)
Obligations of Pledgors. (a) Pledgors in this act agree and undertake, and Issuers acknowledge and agree, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, one hundred percent (100%) or more of the issued and outstanding capital stock of Issuers, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.
(b) Pledgors undertake and agree that they shall, during the term of this Agreement:
(i) defend, at its own cost and expense, the Pledged Shares Assets and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged SharesAssets, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged SharesAssets) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares Assets and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares Assets currently owned by, or acquired by, XxxxxxxxPledgor, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares Assets or any interest thereintherein or any interest thereon, except for the Security Interest or as otherwise permitted by the Indenture; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged SharesAssets, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares Assets (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuers in relation to such Distributions);
ii. comply, observe, maintain, renew and carry out all and any applicable Legal Requirements or with respect to the Pledged Assets and/or the GSE Trust;
iii. cover and pay in full all and any necessary or convenient costs and expenses for the proper conservation, repair, administration and operation of all and any Pledged Assets and/or the GSE Trust;
iv. refrain from amending the terms of any document that constitutes or is related to the Pledged Assets, in any manner, that may affect the performance of the Exit Debt Financing Secured Obligations or otherwise result (or may reasonably be expected to result) in a breach of or conflict with the terms and conditions of the Exit Debt Financing Documents, without prior written authorization of Pledgee;
v. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder;
iiivi. exercise voting rights or refrain from exercising any voting rights related guarantee at all times the existence and legitimacy of the Pledged Assets, until such time as the Exit Debt Financing Secured Obligations have been duly and timely satisfied, paid, complied with and irreversibly settled in full, to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions satisfaction of Clause FourPledgee;
ivvii. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgors and/or Issuers (or any of them) reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares Assets (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs;
v. viii. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares Assets and/or the GSE Trust, as soon as possible but in any case within two (2) Business Days following the date on which said Xxxxxxx and Issuer Pledgor receives such request; and;
viix. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default; and
x. in the event that an Event of Default occurs, at its full cost and expense, notify Trustee, instructing it to make, where appropriate, all payments under the GSE Trust related to the Beneficial Interest directly to the bank account designated by Pledgee.
(b) Pledgors undertake to and agree that they shall protect, indemnify, reimburse, defend and hold Pledgee and the Exit Debt Financing Secured Parties (as well as their respective successors, representatives and assignees) and their respective directors, officials, officers, employees, agents, legal advisers and agents, at the exclusive cost and charge of Pledgors, harmless from and against all and any liabilities, losses, claims, proceedings, penalties, judgments, liens, determinations, claims, damages, costs, fines and disbursements, as well as reasonable and documented expenses and fees of any kind (including, without limitation, legal fees), whether known or unknown, anticipated or unforeseen, contingent or otherwise arising out of or in connection with the Pledged Assets or any part thereof (including, without limitation, any contingency or tax liability), this Agreement and/or any act or omission in connection therewith, including without limitation, in connection with (i) the execution, granting and performance of this Agreement and any amendment thereof; (ii) the improvement and maintenance of the Security Interest established hereunder; (iii) the exercise of any rights arising out of or in connection with the Pledged Assets; and (iv) the exercise by Pledgee of any of its rights, actions, and remedies in accordance with or under this Agreement. The indemnity obligations of Pledgors contained in this Clause shall continue in full force and effect regardless of the termination of this Agreement and shall survive the sale or transfer of the Pledged Assets (or any part thereof) in accordance with Clause Seven of this Agreement or otherwise.
(c) Pledgors in this act expressly and irrevocably agree to maintain the Security Interest in favor of Pledgee on all of Pledged Aircraft and in this act Pledgors unconditionally, expressly and irrevocably waive to exercise each and every right provided for in Article 358 of the Law, without the prior written consent of Pledgee.
Appears in 1 contract
Samples: Non Dispossession Pledge Agreement (Grupo Aeromexico, S.A.B. De C.V.)
Obligations of Pledgors. (a) Pledgors in this act agree and undertake, and Issuers acknowledge and agree, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, one hundred percent (100%) or more of the issued and outstanding capital stock of Issuers, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.
(b) Pledgors undertake and agree that they shall, during the term of this Agreement:
(i) defend, at its own cost and expense, the Pledged Shares Assets and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged SharesAssets, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged SharesAssets) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares Assets and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares Assets currently owned by, or acquired by, Xxxxxxxx, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares Assets or any interest thereintherein or any interest thereon, except for that allowed under paragraph (a) of Clause Five hereof and except for the Security Interest or as otherwise permitted by the Indenture, including the Sale and Lease-Back Transactions; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged SharesAssets, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares Assets (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuers in relation to such Distributions);
ii. comply, observe, maintain, renew and carry out all and any applicable Legal Requirements or with respect to the Pledged Assets;
iii. cover and pay in full all and any necessary or convenient costs and expenses for the proper conservation, repair, administration and operation of all and any Pledged Assets;
iv. undertake any commercially reasonable efforts to maintain the Pledged Assets in good physical condition and for its operation and carry out any repairs and replacements thereto in order to maintain the value and operational efficiency of the Pledged Assets, ordinary wear and tear excepted;
v. in accordance with the provisions of Article 361 of the Law, maintain possession of the Pledged Assets at all times; provided that Pledgors will be responsible for any losses or damages that are suffered by Pledgee and/or the Secured Parties of the Exit Debt Financing in relation to the Pledged Assets, due to negligence, fraud or bad faith of any Pledgors;
vi. refrain from amending the terms of any document that constitutes or is related to the Pledged Assets, in any manner, that may affect the performance of the Exit Debt Financing Secured Obligations or otherwise result (or may reasonably be expected to result) in a breach of or conflict with the terms and conditions of the Exit Debt Financing Documents, without prior written authorization of Pledgee;
vii. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder;
iiiviii. exercise voting rights or refrain from exercising any voting rights related guarantee at all times the existence and legitimacy of the Pledged Assets, until such time as the Exit Debt Financing Secured Obligations have been duly and timely satisfied, paid, complied with and irreversibly settled in full, to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions satisfaction of Clause FourPledgee;
ivix. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgors and/or Issuers Pledgors(or any of them) reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the material loss, destruction or material reduction of the value of the Pledged Shares Assets (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs;
v. x. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares Assets as soon as possible but in any case within two (2) Business Days following the date on which said Xxxxxxx and Issuer any Pledgor receives such request; and;
vixi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default; and
xii. In the event of an event of default, at their own expense, notify all debtors under any and all Accounts Receivable held by Pledgors at that time, instructing such debtors to make all payments under such Accounts Receivable directly to the bank account designated by Pledgee.
(b) Pledgors undertake to and agree that they shall protect, indemnify, reimburse, defend and hold Xxxxxxx and the Exit Debt Financing Secured Parties (as well as their respective successors, representatives and assignees) and their respective directors, officials, officers, employees, agents, legal advisers and agents, at the exclusive cost and charge of Pledgors, harmless from and against all and any liabilities, losses, claims, proceedings, penalties, judgments, liens, determinations, claims, damages, costs, fines and disbursements, as well as reasonable and documented expenses and fees of any kind (including, without limitation, legal fees), whether known or unknown, anticipated or unforeseen, contingent or otherwise arising out of or in connection with the Pledged Assets or any part thereof (including, without limitation, any contingency or tax liability), this Agreement and/or any act or omission in connection therewith, including without limitation, in connection with (i) the execution, granting and performance of this Agreement and any amendment thereof; (ii) the improvement and maintenance of the Security Interest established hereunder; (iii) the exercise of any rights arising out of or in connection with the Pledged Assets; and (iv) the exercise by Pledgee of any of its rights, actions, and remedies in accordance with or under this Agreement. The indemnity obligations of Pledgors contained in this Clause shall continue in full force and effect regardless of the termination of this Agreement and shall survive the sale or transfer of the Pledged Assets (or any part thereof) in accordance with Clause Seven of this Agreement or otherwise.
(c) Pledgors in this act expressly and irrevocably agree to maintain the Security Interest in favor of Pledgee on all of Pledged Aircraft and in this act Pledgors unconditionally, expressly and irrevocably waive to exercise each and every right provided for in Article 358 of the Law, without the prior written consent of Pledgee.
Appears in 1 contract
Obligations of Pledgors. 10.1 Before the pledge terminates, unless Pledgee consents, Pledgors:
(a) shall comply with all the laws and regulations related to this Agreement, strictly perform and comply with all the obligations and responsibilities of this Agreement and take all necessary measures to ensure the legality and validity of the Equity, including but not limited to ensuring the legality and validity of the pledge;
(b) shall notify Pledgee of all the details of the existing or potential litigation, arbitration or executive procedures (if any) up to three working days after Pledgors become aware of such litigation, arbitration or executive procedures;
(c) shall not place other encumbrances on the Equity except the pledge of this Agreement or dispose of the Equity without prior consent of Pledgee;
(d) shall not take any action that may change or impair Pledgee’s Rights of Pledge or any other rights of this Agreement.
10.2 The Pledgors shall register the pledge of this Agreement in the shareholders’ list of CDMTV on the date when this Agreement is executed. Pledgee shall provide necessary assistance.
10.3 Before the Obligations are met, the following situations shall be deemed an event of default:
(a) Pledgors in this act agree and undertake, and Issuers acknowledge and agree, that or CDMTV fail to perform the Pledged Shares (including Loan Agreement and/or the Additional Shares) shall represent, at all times during 2007 Service Agreement or breach the term of this 2007 Loan Agreement and until none of and/or the Exit Debt Financing Secured Obligations remains outstanding, one hundred percent (100%) or more of the issued and outstanding capital stock of Issuers, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.2007 Service Agreement;
(b) Pledgors undertake and agree that they shalltransfer or otherwise dispose of or set other encumbrances on the Equity, during except the term pledge of this Agreement:, without prior consent of Pledgee;
(c) any representation or warranty made by Pledgors in Article 8 of this Agreement is materially misleading or untrue and/or Pledgors breach any warranty in Article 8;
(d) Pledgors breach the undertaking in Article 9 of this Agreement;
(e) Pledgors materially breach this Agreement;
(f) Pledgors wholly or partly waive the Equity or transfer the Equity without the written consent of Pledgee, except to transfer the Equity pursuant to this Agreement;
(g) any loan, warranty, indemnity, undertaking or debt of Pledgors other than the pledge of this Agreement (1) is requested to be paid or perform in advance due to a breach of contract; or (2) is mature but fails to be paid or performed which makes Pledgee reasonably believe that the ability of Pledgors to perform this Agreement is materially affected;
(h) Pledgors fail to pay other material debt;
(i) defendPledgors’ possessions are materially adversely affected due to Pledgors’ intended behavior which leads to the ability of Pledgors to perform this Agreement is materially affected;
(j) Pledgors, at its own cost CDMTV and expensetheir successors, assigns or representatives fail to fully perform or refuse to perform the Pledged Shares 2007 Loan Agreement or the 2007 Service Agreement;
(k) Pledgors materially breach other terms and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated conditions by any Person action or inaction;
(including any Person claiming an interest in the Pledged Sharesl) other than circumstances in which Pledgors breach other obligations of this Agreement or may affect Pledgee’s other rights of this Agreement. Pledgors shall notify Pledgee and/or of any event set out in Article 10.3 or that will lead to the Exit Debt Financing Secured Parties; provided thatcircumstance of event set out in Article 10.3 with a written notice within three working days after Pledgors become aware of such event.
10.4 Unless the breach of this Agreement is resolved to Pledgee’s satisfaction, Pledgee shall have the right, but not the obligation, right to defend the Pledged Shares send Pledgors a notice of breach in written form and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares currently owned by, or acquired by, Xxxxxxxx, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuers in relation to such Distributions);
ii. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder;
iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee request to exercise such voting rights , in each case, in accordance with the provisions Right of Clause Four;
iv. promptly notify Pledgee in writing Pledge of any circumstances that adversely affect or that Pledgors and/or Issuers reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs;
v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which said Xxxxxxx and Issuer receives such request; and
vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.
Appears in 1 contract
Obligations of Pledgors. (a) 5.1 The dividend and bonus, if any, arising from the Pledged Equity shall be deposited in an escrow account under the supervision by the Pledgee;
5.2 Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgors shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall they place or allow any encumbrances on such Pledged Equity;
5.3 Without Pledgee’s prior written consent, Pledgors shall not engage in this act agree any business or operation which is in competition with the Company, the Company’s owned or controlled subsidiaries and undertakePledgee, nor shall Pledgors invest in or work for any company or entity which is in competition with the Company, the Company’s owned or controlled subsidiaries, or Pledgee;
5.4 Without the Pledgee’s prior written consent, the Pledgors shall not supplement or amend the Articles of Association of the Company in any manner, nor shall they take action to increase or decrease the registered capital or change the shareholding structure of the Company in any manner;
5.5 Without Pledgee’s prior written consent, the Pledgors shall guarantee that they shall not approve resolutions related to the dissolution, liquidation and change of legal form of the Company, or its owned or holding subsidiaries;
5.6 The Pledgors shall guarantee that the shareholder’s meeting of the Company shall not approve any profit distribution proposal, nor request or accept such distributed dividend, without the Pledgee’s prior written consent; upon the Pledgee’s request, the Pledgors shall promptly convene the shareholder’s meeting for the purpose of allocating the Company’s profits, approve any profit distribution proposal approved in writing by the Pledgee, and Issuers acknowledge accept such distributed dividend;
5.7 Upon the Pledgee’s request, the Pledgors shall provide the Pledgee with all the information regarding the business operation and agreefinancial condition of the Company;
5.8 The Pledgors shall not incur or succeed to any debts or liabilities which may adversely affect their Equity Interests in the Company without the Pledgee’s prior written consent; Equity Pledge Agreement Confidential
5.9 The Pledgors shall appoint, and appoint only, the candidates nominated by the Pledgee to the board of directors and supervisor office of the Company, and shall not replace such candidates without the Pledgee’s prior written consent;
5.10 The Pledgors shall guarantee that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none shareholder’s meeting of the Exit Debt Financing Secured Obligations remains outstanding, one hundred percent (100%) or more Company and the directors of the issued and outstanding capital stock of IssuersCompany appointed by themselves will not approve any acquisition by, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.
(b) Pledgors undertake and agree that they shall, during the term of this Agreement:
(i) defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor ofconsolidation with, or any claim investment in any third party, without the Pledgee’s prior written consent;
5.11 The Pledgors shall promptly notify the Pledgee of any pending or threatened lawsuit, arbitration or administrative dispute which involve the assets, business or incomes of the Company, and take all positive measures against aforesaid lawsuits, arbitrations or administrative dispute;
5.12 The Pledgors shall not commit any conduct that may adversely affect the assets, business operation, the debts and liabilities of the Company, without the Pledgee’s prior written consent;
5.13 To the extent permitted by the PRC laws and regulations, and at any Person time upon Pledgee’s request, the Pledgors shall promptly and unconditionally transfer all or part of their Equity Interests of the Company to Pledgee or its designated third party in accordance with the Exclusive Purchase Option Agreement, and waive their preemptive rights with respect to any such transfer;
5.14 The Pledgors shall guarantee that the shareholder’s meeting of the Pledged Shares currently owned by, or acquired by, Xxxxxxxx, except for Company will approve the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions resolution in respect of the Pledged Shares Equity Transfer or Assets Transfer under the Exclusive Purchase Option Agreement;
5.15 The Pledgors shall make every efforts to guarantee that the Company performs its obligations in Article 6 hereunder;
5.16 The Pledgors shall, to the extent permitted by applicable laws, cause the business term of the Company (other including the circumstance of change of business terms) to be no shorter than taxes payable that of the Pledgee, which is approved by Issuers in relation to such Distributionsthe relevant authorities (including the circumstance of change of business terms);
ii. refrain 5.17 The Pledgors shall strictly comply with the provisions of this Agreement, and effectively perform their obligations hereunder, and shall be prohibited from taking committing any action or allowing any Person to take or refrain from any action, conduct which may impair affect the validity or enforceability of the Security Interest created hereunder;
iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four;
iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgors and/or Issuers reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs;
v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which said Xxxxxxx and Issuer receives such request; and
vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.Equity Pledge Agreement Confidential
Appears in 1 contract
Samples: Equity Pledge Agreement (Transit Management Holding Corp)
