Pledge. 2.1 The Pledgors pledge to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement. 2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement. 2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee. 2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 10 contracts
Samples: Equity Interest Pledge Agreement (Sunlands Technology Group), Equity Interest Pledge Agreement (Sunlands Technology Group), Equity Interest Pledge Agreement (Sunlands Technology Group)
Pledge. 2.1 The Pledgors pledge As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule A hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the Pledgee as after-tax proceeds received with respect to the security of the Pledgee’s rights Pledged Securities and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder Pledgor shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case entitled to receipt of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the claims under Pledged Securities; TO HAVE AND TO HOLD the Individual Agreements CNY 5,000,000 Pledged Securities, together with all rights, titles, interests, powers, privileges and any preferences pertaining or incidental thereto, unto Lender, its successors and all breach-of-contract liability assigns; subject, however, to the terms, covenants and damages under the related agreementsconditions herein set forth. The parties further acknowledge that for the purpose of handling the Equity pledge registrationUpon delivery to Lender, the foregoing amount Pledged Securities shall not diminish be accompanied by executed stock powers in blank and by such other instruments or limit any rights documents as Lender or interest that Party A has under its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the Individual Agreements number of shares and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale numbers of the Equity certificates theretofore and then pledged by the Pledgors to the Pledgeehereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 5 contracts
Samples: Pledge and Security Agreement (Tweed John A), Pledge and Security Agreement (Roberts Richard H), Pledge and Security Agreement (Tweed John A)
Pledge. 2.1 The Pledgors hereby severally and not jointly pledge the respective Equity Interest to the Pledgee in the first order of priority to guarantee prompt and full repayment of Secured Indebtedness and performance of Contract Obligations. Party C agrees that the Pledgors may pledge the Equity Interest to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of per this Agreement.
2.2 All Parties understand and acknowledge that the estimated monetary value generated for Secured Indebtedness or related estimated value shall be changeable and floating until the settlement date (refer to Article 2.4 for the definition). The scope guaranteed Pledgors and the Pledgee may adjust and confirm the maximum amount of Secured Indebtedness secured by the pledge Equity Interest from time to time by the settlement date by revising and supplementing this Agreement with both Parties’ consent in case of any change to the estimated monetary value of Secured Indebtedness and Equity Interest.
2.3 In any of following events (hereinafter referred to as “Events for Settlement”), the value of Secured Indebtedness shall be determined based on the total amount of payable guaranteed that is not paid to the Pledgee on the latest date before any event for settlement occurs or on the date of the event (hereinafter referred to as “Confirmed Debts”):
(a) The Business Cooperation Agreement has expired or has been terminated according to the relevant articles;
(b) The Pledgee issues a Notice of Default to the Pledgors as per Article 7.3, because any Event of Default specified in Article 7 of this Agreement has occurred and is still unsolved;
(c) After proper investigation, the Pledgee reasonably determines that Party B and/or Party C have become insolvent or might become insolvent; or
(d) Any other event occurs, under which Secured Indebtedness shall be determined as provided by the PRC laws.
2.4 To avoid ambiguity, the date on which the event for settlement occurs shall be deemed the settlement date (hereinafter referred to as the “Settlement Date”). The Pledgee shall have rights to exercise the Pledge according to Article 8 at its discretion on the Settlement Date or thereafter.
2.5 Within the Term of the Pledge (as defined in Article 3.1), the Pledgee shall have rights to accept any dividend, bonus or other distributable interests generated because of the Equity hereunder Interest and use it to give priority to the Pledgee. The Pledgors shall be all fees, costs and expenses (including legal costs) payable by deposit or cause Party C and/or to deposit such fructus in the Pledgors, and account designated by the losses, interest, liquidated damages, compensationPledgee in writing after receiving the Pledgee’s written requirements. The Pledgors shall not withdraw such fructus deposited in the account deposited in the account designated by the Pledgee in writing without the written consent of the Pledgee.
2.6 Within the term of this Agreement, the costs Pledgee shall not assume any responsibility for realizing any Equity Interest depreciation unless otherwise caused by the claimsPledgee’s intentions or gross negligence. In this case, and the liability that Party C and/or the Pledgors shall bear in case of entire have no right to make any claim or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors request to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 5 contracts
Samples: Share Pledge Agreement (JD.com, Inc.), Share Pledge Agreement (JD.com, Inc.), Equity Interest Pledge Agreement (Genetron Holdings LTD)
Pledge. 2.1 The Pledgors pledge all Equity Interest in CHJ held by them to Party A as collateral for the Pledgee as the security of the Pledgee’s rights and benefits interests of Party A under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed secured by the equity pledge of the Equity hereunder shall be Obligations, all fees, costs and expenses fees (including legal costsfees) and expenses payable to Party A by Party C CHJ and/or the Pledgors, Pledgors and the losses, interest, liquidated damages, compensation, the damages and costs for realizing the claims, and the liability that Party C realization of claims which shall be borne by CHJ and/or the Pledgors shall bear under the Agreements and the liabilities of CHJ and the Pledgors to Party A in case of entire whole or partial invalidation of any of Individual the Agreements for due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer mean the priority right of payment enjoyed by Party A from amounts derived from converting the Equity Interest pledged to Party A by the rights for the Pledgee to be paid from in priority the money gained Pledgors into cash or from the conversion into money, auction or sale of the Equity Interest pledged to Party A by the Pledgors to the PledgeePledgors.
2.4 After this Agreement takes effect, unless Unless expressly agreed otherwise by Party A in writing after the Pledgee in writingeffectiveness of this Agreement, the pledge hereunder may be relieved discharged only after Party C CHJ and the Pledgors have properly and fully duly performed all of their obligations and liabilities under the Individual Agreements and the performance thereof has been recognized after written confirmation by the Pledgee in writing. In case Party C A. If CHJ or any of the Pledgors fails fail to fully perform any all or part of its their obligations or liabilities under the Individual Agreements upon on the expiration of the period described thereunderterm set out in the Agreements, the Pledgors Party A shall still has be entitled to the Pledge Rights herein; and the pledge will be relieved set out hereunder until the foregoing relevant obligations and liability liabilities referred to above have been fully performed to the Pledgeereasonable satisfaction of Party A.
2.5 In the event that the CHJ is dissolved or liquidated in accordance with the mandatory requirements of the PRC law, as per the pledgee’s satisfactionrequest, any benefits or interests distributed by the CHJ to the Pledgor after the dissolution or liquidation proceedings shall (1) be deposited into the bank account designated by the pledgee and shall be supervised by the pledgee to settle the secured debts first; or (2) be granted unconditionally to the pledgee subject to compliance with the PRC law.
Appears in 4 contracts
Samples: Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Li Auto Inc.)
Pledge. 2.1 The Pledgors pledge to the Pledgee as the security Pledgor pledges all its Equity of the PledgeeCompany to Party A, to secure Party A’s rights and benefits interests under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementRelevant Agreements.
2.2 The scope guaranteed by the pledge of the Equity hereunder under this Agreement shall be secure all fees, costs and the expenses (including the legal costsfees) and expenditure payable by to Party C and/or the PledgorsA under Relevant Agreements, and all the losses, interestinterests, liquidated damages, compensationcompensations, the costs for realizing the claimscreditor’s rights which Party B is responsible for under Relevant Agreements, as well as any liability arising from the invalidity of Relevant Agreements for whatever reason that the Company and the liability that Party C and/or the Pledgors Pledgor shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims take under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge AgreementRelevant Agreements.
2.3 The Pledge Rights hereunder Right under this Agreement shall refer to the rights for the Pledgee Party A’s right to be paid from in have a priority the money gained to get compensation from the conversion proceeds from converting the Equity pledged by the Pledgor into money, or from the auction or sale sales of the Equity pledged by the Pledgors to the PledgeePledgor.
2.4 After this Agreement takes effect, unless Unless otherwise expressly agreed by Party A in writing after the Pledgee in writingeffectiveness of this Agreement, the pledge hereunder under this Agreement may be relieved only after Party C released provided the Company and the Pledgors Pledgor have properly and fully performed or taken all of their obligations and liabilities under the Individual Agreements and the performance thereof has been recognized Relevant Agreements, which shall be confirmed by the Pledgee Party A in writing. In case Party C If the Company or any of the Pledgors Pledgor fails to fully perform any or take all or part of its their obligations and liabilities under the Individual Relevant Agreements upon the expiration dates of the period described thereunderRelevant Agreements, the Pledgors shall Party A is still has entitle to the Pledge Rights herein; and the pledge will be relieved Right under this Agreement until the foregoing said obligations and liability liabilities have been fully performed or taken to the Pledgee’s satisfaction.satisfaction of Party A.
Appears in 4 contracts
Samples: Share Pledge Agreement (Ku6 Media Co., LTD), Share Pledge Agreement (Ku6 Media Co., LTD), Share Pledge Agreement (Ku6 Media Co., LTD)
Pledge. 2.1 The Pledgors pledge give all their Stocks in Party C and all the interests and bonus arising from such Stocks during the Validity Period of the Agreement as the Pledge to the Pledgee as the security of in a bid to guarantee the Pledgee’s rights and benefits interests under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Each Agreement.
2.2 The scope guaranteed by Pledge hereunder is used to guarantee the pledge performance or payment of the Equity hereunder shall be (1) obligations under Each Agreement and (2) all fees, costs fees and expenses (including legal costscost) payable to the Pledgee by Party C and/or the PledgorsPledgors hereunder, including the payment that shall be made to the Pledgee in relation to any losses, interests, penalties, damages, costs of exercising creditor rights, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability other duties that Party C and/or the Pledgors shall bear in case of entire Pledgor owe to the Pledgee when Each Agreement becomes partially or partial invalidation of any of Individual Agreements fully invalid for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Right of Pledge Rights hereunder shall refer refers to the rights for Pledgee’s priority of compensation claims against the Pledgee to be paid from in priority the money gained proceeds from the conversion into moneydiscounting, auction or and sale of the Equity pledged Stocks given by the Pledgors as a pledge to the Pledgee, the total amount of which shall not exceed the Maximum Guarantee Amount.
2.4 After this Unless with explicit written approval of the Pledgee, after the Agreement takes effectbecomes effective, unless expressly agreed by the Pledge shall not be released until the Pledgee confirms in writing, the pledge hereunder may be relieved only after writing that Party C and the Pledgors have properly and duly performed their obligations under Each Agreement. If Party C or the Pledgors fail to fully performed perform part or all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements hereunder upon expiration of the period described thereunderEach Agreement, the Pledgors Pledgee shall still has continue to enjoy the Right of Pledge, and the Pledge Rights herein; and the pledge will hereunder shall not be relieved released until the foregoing abovementioned obligations and liability have been fully duties are performed to the satisfaction of the Pledgee’s satisfaction.
Appears in 4 contracts
Samples: Equity Interest Pledge Agreement (uCloudlink Group Inc.), Equity Interest Pledge Agreement (uCloudlink Group Inc.), Equity Interest Pledge Agreement (uCloudlink Group Inc.)
Pledge. 2.1 The Pledgors pledge Borrower hereby pledges, assigns, hypothecates and transfers to the Pledgee Administrative Agent for the benefit of the Lenders all of the Borrower's right, title and interest in and to all Tendered Bonds as delivered from time to time by the holders thereof which were not remarketed on the applicable date the Tendered Bonds were tendered by the holders thereof and for which a Term Drawing was made by the Issuing Lender (the “Pledged Bonds”), and hereby grants to the Administrative Agent for the benefit of the Lenders a first lien on, and security interest in, its right, title and interest in and to each of the Pledged Bonds, the interest thereon and all proceeds thereof, as collateral security for the prompt and complete payment when due from time to time by the Borrower (by acceleration, at stated maturity or otherwise) of all obligations to the Administrative Agent, the Issuing Lender and the Lenders hereunder. The Borrower hereby authorizes the Tender Agent for such Pledged Bonds to deliver or cause to be delivered to the Administrative Agent or its designated agent, and registered in the name of the Tender Agent, or such other Person as the security Administrative Agent shall elect, as pledgee, all Pledged Bonds. The Pledged Bonds shall upon payment of the Pledgee’s rights related Tender Advance Revolving Loan in accordance with this Agreement be released and benefits under delivered to the Individual Agreements Tender Agent as provided in the applicable Indenture, Pledge Agreement and Tender Agency Agreement and the Administrative Agent shall take all actions necessary to effectuate such release and delivery. The Pledged Bonds and the Equity owned proceeds thereof shall serve as security for the payment and performance when due of all Tender Advance Revolving Loans made with respect to such Pledged Bonds. The Borrower shall deliver, or cause to be delivered, the Pledged Bonds to the Tender Agent or to another pledge agent designated by the Pledgors Administrative Agent immediately upon receipt thereof or, in the case of Pledged Bonds held under a book-entry system administered by The Depository Trust Company, New York, New York (or any other clearing corporation), the Borrower shall cause the Pledged Bonds to be reflected on the records of the Depository Trust Company (or such other clearing corporation) as a position held by the Administrative Agent (or a pledge agent acceptable to the Administrative Agent) as a Depository Trust Company participant (or a participant in such other clearing corporation) and the dividends which arise from Administrative Agent (or its pledge agent) shall reflect on its records that the Equity during the effective term of this Agreement.
2.2 The scope guaranteed Pledged Bonds are owned beneficially by the Borrower subject to the pledge in favor of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge AgreementAdministrative Agent.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 4 contracts
Samples: Credit Agreement (South Jersey Gas Co/New), Revolving Credit Agreement (South Jersey Industries Inc), Credit Agreement (South Jersey Industries Inc)
Pledge. 2.1 The Pledgors As a guarantee for the timely and complete payment of the Secured Indebtedness and the performance of the Contractual Obligations, the Pledgor hereby pledge the equity to the Pledgee who shall be repaid in the first order as agreed in this Agreement. Party C agrees that the security of Pledgor will pledge the Pledgee’s rights and benefits under equity to the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of Pledgee in accordance with this Agreement.
2.2 The scope guaranteed by Parties understand and agree that the pledge valuation of the Equity hereunder currency resulting from or associated with the Secured Indebtedness until the date of final accounts (as defined in Article 2.4) is a variable and floating valuation. The Pledgor and the Pledgee may, by agreement of the Parties to amend and supplement this Agreement, adjust and confirm from time to time the maximum amount of the Secured Indebtedness to be secured before the Date of Final Accounts due to the change in the valuation of the Secured Indebtedness and the equity currency.
2.3 In any of the following events (hereinafter referred to as “Event of Final Accounts”), the value of the Secured Indebtedness shall be all fees, costs determined on the basis of the total amount of the Secured Indebtedness due and expenses (including legal costs) payable unpaid by Party C and/or the Pledgors, and Pledgor to the losses, interest, liquidated damages, compensationPledgee on the Date of the Event of Final Accounts (hereinafter referred to as the “Determined Indebtedness”):
(a) Where the Business Cooperation Agreement, the costs for realizing Exclusive Option Agreement or the claimsPower of Attorney is terminated in accordance with the relevant provisions thereunder, resulting in the Pledgee serving to the Pledgor a written notice determining the Secured Indebtedness;
(b) Where a Default Event under Article 7 hereof has occurred and has not been resolved, resulting in the liability Pledgee serving a Default Notice to the Pledgor in accordance with Article 7.3;
(c) Where the Pledgee, through an appropriate investigation, reasonably believes that the Pledgor and/or Party C and/or are/is insolvent or may be insolvent; or
(d) Any other event requiring the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount determination of the guaranteed claims during Secured Indebtedness in accordance with the handling provisions of the Equity pledge registration processPRC Laws.
2.4 For the avoidance of doubt, the parties hereto agreedate of occurrence of the Event of Final Accounts shall be the date of final accounts (hereinafter referred to as the “Date of Final Accounts”). The Pledgee shall have the right to realize the pledge in accordance with Article 8 on or after the Date of Final Accounts.
2.5 During the Pledge Term, the Pledgee shall have the right to deposit any bonus, dividend or any other distributable benefit arising from the equity (hereinafter referred to as “Interest”) and to use it for the sole purpose of handling the Equity pledge registration, to register as the amount priority repayment of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreementsSecured Indebtedness. The parties further acknowledge that for Pledgor shall, upon receipt of the purpose written request of handling the Equity pledge registrationPledgee, deposit (or induce Party C to deposit) the foregoing amount Interest into the account designated in writing by the Pledgee, subject to the supervision of the Pledgee; the above Interest deposited in the account designated by the Pledgee in writing shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged withdrawn by the Pledgors to Pledgor without the written consent of the Pledgee.
2.4 After 2.6 During the term of this Agreement takes effectAgreement, the Pledgee shall not be liable for any reduction in the value of the equity unless expressly agreed due to the intentional or gross negligence of the Pledgee, and the Pledgor shall not have the right to pursue or make any claim against the Pledgee in any form.
2.7 The equity pledge established hereunder is a continuous guarantee and its validity shall extend until any one of the circumstances as listed in Article 3.1 hereof happens. Any waiver or concession of any breach of contract by the Pledgor or any delay in the exercise by the Pledgee in writingof any of its rights under the Transaction Agreements and this Agreement shall not affect the rights of the Pledgee under this Agreement, the pledge hereunder may be relieved only after Transaction Agreements and the relevant RPC Laws at any time thereafter to require the Pledgor and Party C and the Pledgors have properly and fully performed all of to strictly perform their obligations under the Individual Transaction Agreements and this Agreement or to exercise the performance thereof has been recognized rights of the Pledgee as a result of the subsequent breach of the Transactions Agreements and/or this Agreement by the Pledgee in writing. In case Pledgor and Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.C.
Appears in 3 contracts
Samples: Equity Pledge Agreement (Bilibili Inc.), Equity Pledge Agreement (Bilibili Inc.), Equity Pledge Agreement (Bilibili Inc.)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 18.975% equity of Party C (including the registered capital of CNY4,239,376 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors pledge all Equity Interest in Xindian Information held by them to Party A as collateral for the Pledgee as the security of the Pledgee’s rights and benefits interests of Party A under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed secured by the equity pledge of the Equity hereunder shall be Obligations, all fees, costs and expenses fees (including legal costsfees) and expenses payable to Party A by Party C Xindian Information and/or the Pledgors, Pledgors and the losses, interest, liquidated damages, compensation, the damages and costs for realizing the claims, and the liability that Party C realization of claims which shall be borne by Xindian Information and/or the Pledgors shall bear under the Agreements and the liabilities of Xindian Information and the Pledgors to Party A in case of entire whole or partial invalidation of any of Individual the Agreements for due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer mean the priority right of payment enjoyed by Party A from amounts derived from converting the Equity Interest pledged to Party A by the rights for the Pledgee to be paid from in priority the money gained Pledgors into cash or from the conversion into money, auction or sale of the Equity Interest pledged to Party A by the Pledgors to the PledgeePledgors.
2.4 After this Agreement takes effect, unless Unless expressly agreed otherwise by Party A in writing after the Pledgee in writingeffectiveness of this Agreement, the pledge hereunder may be relieved discharged only after Party C Xindian Information and the Pledgors have properly and fully duly performed all of their obligations and liabilities under the Individual Agreements and the performance thereof has been recognized after written confirmation by the Pledgee in writing. In case Party C A. If Xindian Information or any of the Pledgors fails fail to fully perform any all or part of its their obligations or liabilities under the Individual Agreements upon on the expiration of the period described thereunderterm set out in the Agreements, the Pledgors Party A shall still has be entitled to the Pledge Rights herein; and the pledge will be relieved set out hereunder until the foregoing relevant obligations and liability liabilities referred to above have been fully performed to the Pledgeereasonable satisfaction of Party A.
2.5 In the event that the Xindian Information is dissolved or liquidated in accordance with the mandatory requirements of the PRC law, as per the pledgee’s satisfactionrequest, any benefits or interests distributed by the Xindian Information to the Pledgor after the dissolution or liquidation proceedings shall (1) be deposited into the bank account designated by the pledgee and shall be supervised by the pledgee to settle the secured debts first; or (2) be granted to the pledgee subject to compliance with the PRC law.
Appears in 2 contracts
Samples: Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Leading Ideal Inc.)
Pledge. 2.1 The Pledgors pledge to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 2,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 2 contracts
Samples: Equity Interest Pledge Agreement (Sunlands Technology Group), Equity Interest Pledge Agreement (Sunlands Technology Group)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 3.916% equity of Party C (including the registered capital of CNY875,000 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 35.1533% equity of Party C (including the registered capital of CNY7,853,822 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors pledge Pledgor agrees to unconditionally and irrevocably Pledge the 9.6547% Equity held by it in Party C, namely its contribution of RMB236,302.87 in the registered capital in Party C, to the Pledgee in the first priority irrevocably in accordance with the terms and conditions hereof, so as to secure full performance of its Contractual Obligations. Party C agrees that the security of the Pledgee’s rights and benefits under the Individual Agreements all Pledgor pledges the Equity owned by to the Pledgors and the dividends which arise from the Equity during the effective term of Pledgee in accordance with this Agreement.
2.2 The Parties understand and agree that the scope guaranteed by of security for the pledge of pledged Equity includes all the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability Secured Debts that Party C and/or A shall obtain under the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reasonContractual Obligations. In case If the competent industrial and commercial administration expressly authority requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as specify the amount of Secured Debt in the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose process of handling the Equity pledge registration, the foregoing Parties agree to register the principal amount of Secured Debt as RMB236,302.87 and all and any liability for breach of contract and compensation for loss under the Contractual Obligations only for the purpose of such Equity pledge registration. The Parties further confirm that, for the purpose of Equity pledge registration, the aforesaid amount shall not diminish detract from or limit any all rights or interest that and interests of Party A has under the Individual Agreements and this Equity Pledge Agreementits Contractual Obligations.
2.3 The During the Pledge Rights hereunder shall refer to the rights for Period (as defined in Article 3.1), the Pledgee shall have the right to be paid from place in priority the money gained from the conversion into moneydeposit any bonus, auction dividend or sale other distributable interest arising out of the Equity pledged and to receive priority in compensation therefor. The Pledgor shall, upon receipt of the Pledgee’s written request, deposit (or urge Party C to deposit) such fruits into the account designated by the Pledgors to Pledgee in writing for supervision by the Pledgee; such fruits deposited into the account designated by the Pledgee in writing shall not be withdrawn by the Pledgor without the written consent of the Pledgee.
2.4 After this Agreement takes effectDuring the term hereof, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed due to the Pledgee’s satisfactionintention or gross negligence, the Pledgee shall not be liable for any decrease in the value of the Equity, nor shall the Pledgor have the right to pursue or make any demand against the Pledgee in any form.
2.5 Subject to the provisions of Article 2.4 hereof, if any significant decrease in the value of the Equity is possible, which is sufficient to endanger the rights of the Pledgee, the Pledgor agrees that the Pledgee may auction or sell the Equity at any time on behalf of the Pledgor, and agree with the Pledgor to use the proceeds from the auction or sale to pay off the Secured Debts in advance or to place in deposit with the notary office where the Pledgee is located (any expenses incurred therefrom shall be paid with the proceeds from the auction or sale). In addition, the Pledgor shall provide other properties satisfactory to the Pledgee as security. The Pledgor must promptly notify the Pledgee of any event that may result in any significant decrease in the value of the Equity, which is sufficient to endanger the rights of the Pledgee, and take necessary actions to resolve or mitigate the adverse effects of such event as reasonably required by the Pledgee. Otherwise, the Pledgor shall bear corresponding compensation liability to the Pledgee for the direct or indirect losses caused thereby.
2.6 The Equity pledge created hereunder is a continuing guarantee and shall remain valid until the Contractual Obligations are fully performed and the Secured Debt is fully settled. The Pledgee’s immunity and grace from any breach of contract by the Pledgor or the Pledgee’s delayed exercise of any rights under the Transaction Agreements and this Agreement shall not affect the Pledgee’s right to require the Pledgor or Party C to strictly perform the Transaction Agreements and this Agreement at any time thereafter hereunder, relevant Laws of China and the Transaction Agreements or the Pledgee’s right as a result of subsequent breach of the Transaction Agreements and/or this Agreement by the Pledgor or Party C.
Appears in 2 contracts
Samples: Equity Interest Pledge Agreement (QUHUO LTD), Equity Interest Pledge Agreement (QUHUO LTD)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 0.526% equity of Party C (including the registered capital of CNY117,587 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 4.354% equity of Party C (including the registered capital of CNY972,733 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors pledge Pledgor agrees to unconditionally and irrevocably Pledge the 0.8154% Equity held by it in Party C, namely its contribution of RMB19,956.36 in the registered capital in Party C, to the Pledgee in the first priority irrevocably in accordance with the terms and conditions hereof, so as to secure full performance of its Contractual Obligations. Party C agrees that the security of the Pledgee’s rights and benefits under the Individual Agreements all Pledgor pledges the Equity owned by to the Pledgors and the dividends which arise from the Equity during the effective term of Pledgee in accordance with this Agreement.
2.2 The Parties understand and agree that the scope guaranteed by of security for the pledge of pledged Equity includes all the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability Secured Debts that Party C and/or A shall obtain under the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reasonContractual Obligations. In case If the competent industrial and commercial administration expressly authority requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as specify the amount of Secured Debt in the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose process of handling the Equity pledge registration, the foregoing Parties agree to register the principal amount of Secured Debt as RMB19,956.36 and all and any liability for breach of contract and compensation for loss under the Contractual Obligations only for the purpose of such Equity pledge registration. The Parties further confirm that, for the purpose of Equity pledge registration, the aforesaid amount shall not diminish detract from or limit any all rights or interest that and interests of Party A has under the Individual Agreements and this Equity Pledge Agreementits Contractual Obligations.
2.3 The During the Pledge Rights hereunder shall refer to the rights for Period (as defined in Article 3.1), the Pledgee shall have the right to be paid from place in priority the money gained from the conversion into moneydeposit any bonus, auction dividend or sale other distributable interest arising out of the Equity pledged and to receive priority in compensation therefor. The Pledgor shall, upon receipt of the Pledgee’s written request, deposit (or urge Party C to deposit) such fruits into the account designated by the Pledgors to Pledgee in writing for supervision by the Pledgee; such fruits deposited into the account designated by the Pledgee in writing shall not be withdrawn by the Pledgor without the written consent of the Pledgee.
2.4 After this Agreement takes effectDuring the term hereof, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed due to the Pledgee’s satisfactionintention or gross negligence, the Pledgee shall not be liable for any decrease in the value of the Equity, nor shall the Pledgor have the right to pursue or make any demand against the Pledgee in any form.
2.5 Subject to the provisions of Article 2.4 hereof, if any significant decrease in the value of the Equity is possible, which is sufficient to endanger the rights of the Pledgee, the Pledgor agrees that the Pledgee may auction or sell the Equity at any time on behalf of the Pledgor, and agree with the Pledgor to use the proceeds from the auction or sale to pay off the Secured Debts in advance or to place in deposit with the notary office where the Pledgee is located (any expenses incurred therefrom shall be paid with the proceeds from the auction or sale). In addition, the Pledgor shall provide other properties satisfactory to the Pledgee as security. The Pledgor must promptly notify the Pledgee of any event that may result in any significant decrease in the value of the Equity, which is sufficient to endanger the rights of the Pledgee, and take necessary actions to resolve or mitigate the adverse effects of such event as reasonably required by the Pledgee. Otherwise, the Pledgor shall bear corresponding compensation liability to the Pledgee for the direct or indirect losses caused thereby.
2.6 The Equity pledge created hereunder is a continuing guarantee and shall remain valid until the Contractual Obligations are fully performed and the Secured Debt is fully settled. The Pledgee’s immunity and grace from any breach of contract by the Pledgor or the Pledgee’s delayed exercise of any rights under the Transaction Agreements and this Agreement shall not affect the Pledgee’s right to require the Pledgor or Party C to strictly perform the Transaction Agreements and this Agreement at any time thereafter hereunder, relevant Laws of China and the Transaction Agreements or the Pledgee’s right as a result of subsequent breach of the Transaction Agreements and/or this Agreement by the Pledgor or Party C.
Appears in 2 contracts
Samples: Equity Interest Pledge Agreement (QUHUO LTD), Equity Interest Pledge Agreement (QUHUO LTD)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 1.895% equity of Party C (including the registered capital of CNY423,293 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors As security for the due and punctual payment of all Security Trustee Secured Liabilities, the CBC hereby agrees to pledge and hereby pledges or, as the case may be, pledges in advance (bij voorbaat) the Security Trustee Pledged Rights to the Pledgee as Security Trustee, which pledge the security of the Pledgee’s rights Security Trustee hereby agrees to accept and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementhereby accepts.
2.2 The scope guaranteed creation of the right of pledge on the Security Trustee Pledged Rights other than the Swap Rights, shall be effected by notification to the debtors of the Security Trustee Pledged Rights and is hereby notified to those debtors which are a party to this Agreement. By signing this Agreement each of the CBC and the debtors of the Security Trustee Pledged Rights which are a party to this Agreement confirms that notification of this Agreement and the pledge of the Equity hereunder relevant Security Trustee Pledged Rights has been made in accordance with Article 3:236(2) of the Dutch Civil Code. To the extent required to execute and deliver a valid right of pledge on the relevant Security Trustee Pledged Rights, (i) the rights of pledge thereon will be established each time the relevant Security Trustee Pledged Rights come into existence and (ii) each crediting of a CBC Transaction Account other than the Swap Collateral Account (and any replacement account thereof) shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires deemed to constitute a definite amount pledge of the guaranteed claims during credit balance at such time, as well as a notification to the handling CBC Account Bank in accordance with Article 3:236(2) of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge AgreementDutch Civil Code.
2.3 The Pledge If a new CBC account other than a swap collateral account is opened by the CBC Account Bank on the instruction of the CBC, the CBC shall pledge the relevant CBC Account Rights hereunder shall refer (including any rights in respect of the relevant CBC account) in respect of the CBC Account Bank to the rights for Security Trustee, which pledge shall be accepted by the Pledgee to be paid from Security Trustee by entering into a Supplemental Deed of Pledge substantially in priority the money gained from the conversion into money, auction or sale form of the Equity pledged by the Pledgors to the PledgeeSchedule attached hereto.
2.4 After this Agreement takes effectIf a New Transferor has acceded to the Programme pursuant to Clause 14 of the Programme Agreement, unless expressly agreed the CBC shall pledge the relevant new GSA Rights in respect of such Transferor to the Security Trustee, which pledge shall be accepted by the Pledgee Security Trustee by entering into a Supplemental Deed of Pledge substantially in writingthe form of the Schedule attached hereto.
2.5 If after the date hereof a Swap Agreement is entered into by the CBC, the CBC shall pledge hereunder may the Swap Rights in respect of the associated Swap Counterparty to the Security Trustee, which pledge shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized accepted by the Pledgee Security Trustee by entering into a Supplemental Deed of Pledge substantially in writing. In case Party C or any the form of the Pledgors fails to fully perform any Schedule attached hereto.
2.6 To the extent no valid right of its obligations under the Individual Agreements upon expiration pledge is created hereunder in respect of the period described thereunderSecurity Trustee Pledged Rights, the Pledgors shall still has CBC hereby unconditionally undertakes to pledge the Pledge Security Trustee Pledged Rights herein; promptly when they become available for pledging, by way of supplemental deeds or other instruments in writing on the same or similar terms to this Agreement, including Clauses 4 and 5, which undertaking the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionSecurity Trustee hereby accepts.
Appears in 2 contracts
Samples: Security Trustee Rights Pledge Agreement, Security Trustee Rights Pledge Agreement
Pledge. 2.1 The Pledgors Pledgor would pledge the entire equity interest in Party C or similar interests to the Pledgee party A, as the security guarantee of the Pledgeeparty A’s rights and benefits under interests in principal contract, party A enjoy the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementpriority claim toward equity pledge or similar interests.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be equity interest or similar equity pledge in this contract is Party C and its affiliate institutions and/or all fees, costs and expenses the expense (including legal costs) payable by Party C and/or the Pledgorsexpense), and the lossesexpenditure, interestcost to undertake, liquidated interests, damages, compensation, cost to realize creditor, all the costs for realizing the claimsexpenses pledgor forced pledgee to perform its obligations under this contract, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount reason that may cause invalidity of the guaranteed claims during the handling whole contract or part of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest it that Party A has under should pay Party B, Party C and pledgor shall bear the Individual Agreements and this Equity Pledge Agreementresponsibility.
2.3 The Pledge Rights hereunder shall refer under this contract refers to all the remedies for breach of contracts and rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged owned by the Pledgors Party A, and Party A has the right to sell in discount, launch an auction and sell off the Pledgeeequity interests or similar rights pledged to Party A by xxxxxxx to have priority claim, or in compliance with Chinese laws and regulations, to have priority claim in a manner which is both agreed in disposing pledge of stock or similar rights and interests.
2.4 After this Agreement takes effect, unless Unless otherwise expressly agreed by the Pledgee in writing, the pledge hereunder may under this contract shall be relieved released only after when Party C and the Pledgors pledgor have properly fully and fully performed completely fulfilled all of their its obligations and responsibilities under the Individual Agreements principal contract, and the performance thereof has been recognized with written approval by the Pledgee in writingParty A; a reasonable fee for the cancellation of the pledge shall be borne by the pledgor. In case If Party C or any of the Pledgors fails to fully perform any pledgor have not completely fulfill all of its obligations or liabilities under such contract or any part of the obligations or liabilities upon expiration, Party A still enjoys pledge under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; contract until such obligation and the pledge will be relieved until the foregoing obligations and liability have been fully performed duty are made in a reasonable manner satisfactory to the Pledgee’s satisfactionParty A and completely fulfilled.
Appears in 2 contracts
Samples: Pledge of Equity Agreement, Pledge of Equity Agreement (Hailiang Education Group Inc.)
Pledge. 2.1 The Pledgors 1.1 Party B agrees to pledge 100% of the Pledged Share, which it legally owns and has the right to dispose of, to Party A according to the Pledgee provisions hereof as the security for the performance of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors Principal Contracts listed on Annex 1 and the dividends which arise from repayment of the Guaranteed Liabilities. Party C hereby agrees that Party B, who legally hold equity interest in it, to pledge the Pledged Shares to Party A according to the provisions hereof.
1.2 Party B hereby undertake that they will be responsible for, recording the arrangement of the equity pledge hereunder (hereinafter, the “Equity during Pledge”) on the effective shareholder register of Party C on the date hereof, and will use their best efforts to register with registration authorities of industry and commerce where Party C registers if required by applicable regulations. Party C undertakes that it will use its best efforts to cooperate with Party B to complete the registration with authorities of industry and commerce under this Article.
1.3 Party A shall be deemed to have created the encumbrance of first order in priority on the Pledged Shares, and in case of any breach of the Principal Contracts or failure to satisfy the Guaranteed Obligations, Party A shall have the right to dispose of the Pledged Shares as provided hereof.
1.4 During the term of this Agreement, except for the willful misconduct of Party A which has directly causes the reduction in value of the Pledged Shares, Party A shall not be liable in any way to, nor shall Party B or Party C has any right to claim in any way or propose any demands on Party A, in respect of the said reduction in value of the Pledged Shares.
2.2 1.5 Only upon prior consent by Party A, Party B may be able to receive dividends or share profits from the Pledged Shares. The scope guaranteed dividends or the profits received by Party B from the pledge of the Equity hereunder Pledged Shares shall be all fees, costs and expenses (including legal costs) payable deposited into the bank account designated by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registrationA, to register be under the supervision of Party A and used as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer Pledged Shares to the rights for the Pledgee to be paid from repay in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the PledgeeGuaranteed Liabilities.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 2 contracts
Samples: Equity Pledge Agreement (XT Energy Group, Inc.), Equity Pledge Agreement (Xiangtian (Usa) Air Power Co., Ltd.)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 13.163% equity of Party C (including the registered capital of CNY2,940,792 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors pledge Pledgor hereby pledges to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agreeCollateral Agent, for the sole purpose benefit of handling Lender and Cabox-Xxxxxx, x security interest in, the Equity pledge registrationfollowing (collectively, the "Pledged Collateral"):
(a) Any and all shares of Class A Common Stock, Class B Common Stock (other than the First Union Pledged Shares as defined in Section 6(b)) or any other capital stock of Lender, now or at any time or times hereafter, owned by Pledgor, the certificates representing the shares of such capital stock and the trust certificates issued by the Voting Trustees to register Pledgor that represent any such shares of capital stock (such now-owned shares and trust certificates being identified on Exhibit A attached hereto and made a part hereof), all options and warrants for the purchase of shares of Class A Common Stock and Class B Common Stock, now or hereafter held in the name of Pledgor or the Voting Trustees (all of said capital stock, voting certificates, options and warrants and all capital stock held in the name of Pledgor or the Voting Trustees as a result of the exercise of such options or warrants being hereinafter collectively referred to as the amount "Pledged Stock"), stock powers with respect to the Pledged Stock in the form of Exhibit B attached hereto and made a part hereof (the "Powers") duly executed in blank, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the claims under Pledged Stock including any funds held by the Individual Agreements CNY 5,000,000 Voting Trustees in the Trust Accounts (as defined in the Voting Trust Agreement);
(b) All additional shares of Class A Common Stock or Class B Common Stock from time to time acquired by Pledgor in any manner, the certificates representing such additional shares and the trust certificates issued by the Voting Trustees to Pledgor that represent any such additional shares of capital stock (any such additional shares and voting certificates shall constitute part of the Pledged Stock and Lender is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares and voting certificates), and all options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(c) Any and all options to purchase stock of Dart/SFW Corp. ("Dart/SFW") and any and all breach-of-contract liability and damages under shares of capital stock of Dart/SFW acquired upon the related agreements. The parties further acknowledge that for the purpose exercise of handling the Equity pledge registrationsuch options, the foregoing amount shall not diminish or limit in each case from time to time acquired by Pledgor in any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.manner,
Appears in 2 contracts
Samples: Stock and Trust Certificate Pledge Agreement (Haft Ronald S), Stock and Trust Certificate Pledge Agreement (Dart Group Corp)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 100% equity of Party C (including the registered capital of CNY10,000,000 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors pledge Pledgor agrees to unconditionally and irrevocably Pledge the 38.8250% Equity held by it in Party C, namely its contribution of RMB950,255.32 in the registered capital in Party C, to the Pledgee in the first priority irrevocably in accordance with the terms and conditions hereof, so as to secure full performance of its Contractual Obligations. Party C agrees that the security of the Pledgee’s rights and benefits under the Individual Agreements all Pledgor pledges the Equity owned by to the Pledgors and the dividends which arise from the Equity during the effective term of Pledgee in accordance with this Agreement.
2.2 The Parties understand and agree that the scope guaranteed by of security for the pledge of pledged Equity includes all the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability Secured Debts that Party C and/or A shall obtain under the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reasonContractual Obligations. In case If the competent industrial and commercial administration expressly authority requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as specify the amount of Secured Debt in the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose process of handling the Equity pledge registration, the foregoing Parties agree to register the principal amount of Secured Debt as RMB950,255.32 and all and any liability for breach of contract and compensation for loss under the Contractual Obligations only for the purpose of such Equity pledge registration. The Parties further confirm that, for the purpose of Equity pledge registration, the aforesaid amount shall not diminish detract from or limit any all rights or interest that and interests of Party A has under the Individual Agreements and this Equity Pledge Agreementits Contractual Obligations.
2.3 The During the Pledge Rights hereunder shall refer to the rights for Period (as defined in Article 3.1), the Pledgee shall have the right to be paid from place in priority the money gained from the conversion into moneydeposit any bonus, auction dividend or sale other distributable interest arising out of the Equity pledged and to receive priority in compensation therefor. The Pledgor shall, upon receipt of the Pledgee’s written request, deposit (or urge Party C to deposit) such fruits into the account designated by the Pledgors to Pledgee in writing for supervision by the Pledgee; such fruits deposited into the account designated by the Pledgee in writing shall not be withdrawn by the Pledgor without the written consent of the Pledgee.
2.4 After this Agreement takes effectDuring the term hereof, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed due to the Pledgee’s satisfactionintention or gross negligence, the Pledgee shall not be liable for any decrease in the value of the Equity, nor shall the Pledgor have the right to pursue or make any demand against the Pledgee in any form.
2.5 Subject to the provisions of Article 2.4 hereof, if any significant decrease in the value of the Equity is possible, which is sufficient to endanger the rights of the Pledgee, the Pledgor agrees that the Pledgee may auction or sell the Equity at any time on behalf of the Pledgor, and agree with the Pledgor to use the proceeds from the auction or sale to pay off the Secured Debts in advance or to place in deposit with the notary office where the Pledgee is located (any expenses incurred therefrom shall be paid with the proceeds from the auction or sale). In addition, the Pledgor shall provide other properties satisfactory to the Pledgee as security. The Pledgor must promptly notify the Pledgee of any event that may result in any significant decrease in the value of the Equity, which is sufficient to endanger the rights of the Pledgee, and take necessary actions to resolve or mitigate the adverse effects of such event as reasonably required by the Pledgee. Otherwise, the Pledgor shall bear corresponding compensation liability to the Pledgee for the direct or indirect losses caused thereby.
2.6 The Equity pledge created hereunder is a continuing guarantee and shall remain valid until the Contractual Obligations are fully performed and the Secured Debt is fully settled. The Pledgee’s immunity and grace from any breach of contract by the Pledgor or the Pledgee’s delayed exercise of any rights under the Transaction Agreements and this Agreement shall not affect the Pledgee’s right to require the Pledgor or Party C to strictly perform the Transaction Agreements and this Agreement at any time thereafter hereunder, relevant Laws of China and the Transaction Agreements or the Pledgee’s right as a result of subsequent breach of the Transaction Agreements and/or this Agreement by the Pledgor or Party C.
Appears in 2 contracts
Samples: Equity Interest Pledge Agreement (QUHUO LTD), Equity Interest Pledge Agreement (QUHUO LTD)
Pledge. 2.1 The Pledgors pledge to As a general and continuing collateral security for the Pledgee as the security payment of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all feesCustomer's Debts, costs and expenses (including legal costs) payable by Party C and/or the PledgorsI pledge/hypothecate to CIBC Investor Services, and grant to CIBC Investor Services a security interest/hypothec in the losses, interest, liquidated damages, compensation, Collateral. I own the costs for realizing the claims, Collateral free and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation clear of any of Individual Agreements for any reasoncharges or liens and I will keep the Collateral free and clear until this Guarantee terminates. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration processI will not, the parties hereto agreewithout CIBC Investor Services' consent, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish sell or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or otherwise deal with any of the Pledgors fails Collateral. If CIBC Investor Services is holding any of the Collateral, it is not required to fully perform take any actions (such as for example, selling in a falling market; renewing any GICs etc. at maturity; reviewing redemption or payment notices for bonds, debentures, coupons or dividends; advising you of the expiry of options, warrants or other rights; or collecting any interest, dividends or other income), and will not be liable to me for not having exercised any of its obligations rights under this Guarantee, or for not acting soon enough in any circumstances. CIBC Investor Services may, to the Individual Agreements extent permitted by law, deal with and realize upon expiration the Collateral, before or after demand for payment from me. CIBC Investor Services shall not be deemed to be a mortgagee/hypothecary creditor in possession. If after realizing upon the Collateral there are still unpaid Customer's Debts, I will pay the shortfall. I will pay CIBC Investor Services on demand all expenses incurred or fees charged by CIBC Investor Services in connection with (i) making, amending or discharging any registration of CIBC Investor Services' security under this Guarantee (ii) exercising any remedy under this Guarantee (including getting possession of any Collateral and selling it). If I have not paid all amounts that I owe under this Guarantee, they will bear interest at CIBC's prime rate of interest. CIBC Investor Services may register and renew its security under this Guarantee. If permitted by law, I waive the period described thereunderright to sign and receive a copy of any financing statement, the Pledgors shall still has the Pledge Rights herein; and the pledge financing change statement, application for registration or verification statement that relates to this Guarantee. If CIBC Investor Services mails me any notice relating to registration by prepaid first class mail, I will be relieved until considered to have received it 10 days after the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionmailing date.
Appears in 2 contracts
Samples: Guarantee Agreement, Guarantee Agreement
Pledge. 2.1 The Pledgors pledge Pledgor agrees to unconditionally and irrevocably Pledge the 24.9784% Equity held by it in Party C, namely its contribution of RMB611,354.35 in the registered capital in Party C, to the Pledgee in the first priority irrevocably in accordance with the terms and conditions hereof, so as to secure full performance of its Contractual Obligations. Party C agrees that the security of the Pledgee’s rights and benefits under the Individual Agreements all Pledgor pledges the Equity owned by to the Pledgors and the dividends which arise from the Equity during the effective term of Pledgee in accordance with this Agreement.
2.2 The Parties understand and agree that the scope guaranteed by of security for the pledge of pledged Equity includes all the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability Secured Debts that Party C and/or A shall obtain under the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reasonContractual Obligations. In case If the competent industrial and commercial administration expressly authority requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as specify the amount of Secured Debt in the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose process of handling the Equity pledge registration, the foregoing Parties agree to register the principal amount of Secured Debt as RMB611,354.35 and all and any liability for breach of contract and compensation for loss under the Contractual Obligations only for the purpose of such Equity pledge registration. The Parties further confirm that, for the purpose of Equity pledge registration, the aforesaid amount shall not diminish detract from or limit any all rights or interest that and interests of Party A has under the Individual Agreements and this Equity Pledge Agreementits Contractual Obligations.
2.3 The During the Pledge Rights hereunder shall refer to the rights for Period (as defined in Article 3.1), the Pledgee shall have the right to be paid from place in priority the money gained from the conversion into moneydeposit any bonus, auction dividend or sale other distributable interest arising out of the Equity pledged and to receive priority in compensation therefor. The Pledgor shall, upon receipt of the Pledgee’s written request, deposit (or urge Party C to deposit) such fruits into the account designated by the Pledgors to Pledgee in writing for supervision by the Pledgee; such fruits deposited into the account designated by the Pledgee in writing shall not be withdrawn by the Pledgor without the written consent of the Pledgee.
2.4 After this Agreement takes effectDuring the term hereof, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed due to the Pledgee’s satisfactionintention or gross negligence, the Pledgee shall not be liable for any decrease in the value of the Equity, nor shall the Pledgor have the right to pursue or make any demand against the Pledgee in any form.
2.5 Subject to the provisions of Article 2.4 hereof, if any significant decrease in the value of the Equity is possible, which is sufficient to endanger the rights of the Pledgee, the Pledgor agrees that the Pledgee may auction or sell the Equity at any time on behalf of the Pledgor, and agree with the Pledgor to use the proceeds from the auction or sale to pay off the Secured Debts in advance or to place in deposit with the notary office where the Pledgee is located (any expenses incurred therefrom shall be paid with the proceeds from the auction or sale). In addition, the Pledgor shall provide other properties satisfactory to the Pledgee as security. The Pledgor must promptly notify the Pledgee of any event that may result in any significant decrease in the value of the Equity, which is sufficient to endanger the rights of the Pledgee, and take necessary actions to resolve or mitigate the adverse effects of such event as reasonably required by the Pledgee. Otherwise, the Pledgor shall bear corresponding compensation liability to the Pledgee for the direct or indirect losses caused thereby.
2.6 The Equity pledge created hereunder is a continuing guarantee and shall remain valid until the Contractual Obligations are fully performed and the Secured Debt is fully settled. The Pledgee’s immunity and grace from any breach of contract by the Pledgor or the Pledgee’s delayed exercise of any rights under the Transaction Agreements and this Agreement shall not affect the Pledgee’s right to require the Pledgor or Party C to strictly perform the Transaction Agreements and this Agreement at any time thereafter hereunder, relevant Laws of China and the Transaction Agreements or the Pledgee’s right as a result of subsequent breach of the Transaction Agreements and/or this Agreement by the Pledgor or Party C.
Appears in 2 contracts
Samples: Equity Interest Pledge Agreement (QUHUO LTD), Equity Interest Pledge Agreement (QUHUO LTD)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 8.084% equity of Party C (including the registered capital of CNY1,806,049 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 Each of the Pledgors agrees to pledge all the Equity Interest legally owned by it as security for performance of the Contract Obligations and payment of the Secured Indebtedness under this Agreement. The Pledgors pledge Company hereby agrees that each of the Pledgor pledges the Equity Interest to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of pursuant to this Agreement.
2.2 The scope guaranteed by the pledge Each of the Equity hereunder shall be all fees, costs Pledgors covenants to reflect the equity interest pledge arrangement under this Agreement (the “Pledge”) in the shareholder register of the Company on the date hereof and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs then immediately apply for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case its registration of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreementsauthority. The parties further acknowledge that for Company covenants to use its best efforts to support registration with the purpose competent industrial and commercial registration authority by the Pledgors. The Pledge shall be created upon completion of handling its registration with the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements competent industrial and this Equity Pledge Agreementcommercial authority.
2.3 The Pledge Rights hereunder During the term of this Agreement, none of the Pledgors shall refer to be held liable for any decrease in the rights for value of the Pledged Equity Interest, nor the Pledgee shall have any right to be paid make any claim or request against any Pledgor for such decrease, unless it is directly resulted from in priority the money gained from the conversion into money, auction any willful or sale of the Equity pledged material misconduct by the Pledgors to the PledgeePledgors.
2.4 After this Agreement takes effectSubject to Section 2.3, unless expressly agreed by if any notable decrease in the value of the Pledged Equity Interest could be detrimental to the interests of the Pledgee, the Pledgee in writingmay dispose the Pledged Equity Interest at its discretion and, upon agreement with the pledge hereunder may be relieved only after Party C and Pledgors, use the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any proceeds from such disposal for early payment of the Pledgors fails to fully perform any of its obligations under Secured Indebtedness. At the Individual Agreements upon expiration request of the period described thereunderPledgee, the Pledgors shall still has also provide any other assets as security for the Pledge Rights herein; and Secured Indebtedness.
2.5 Upon occurrence of any Event of Default, the pledge will Pledgee shall have the right to dispose the Pledged Equity Interest under Article 4.
2.6 The Pledgors may not increase capital of the Company without prior written consent from the Pledgee. Any contribution made by the Pledgors in connection with its increase of the capital of the Company shall constitute part of the Pledged Equity Interest.
2.7 The Pledgors may not receive any dividend or bonus from the Pledged Equity Interest without prior written consent of the Pledgor. Any dividend or bonus received by the Pledgors from the Pledged Equity Interest shall be relieved until made to an account designated by the foregoing obligations and liability Pledgee for payment of the Secured Indebtedness.
2.8 Upon occurrence of any Event of Default, the Pledgee shall have been fully performed the right to dispose the Pledged Equity Interest pursuant to the Pledgee’s satisfactionterms of this Agreement.
Appears in 2 contracts
Samples: Equity Pledge Agreement (ZTO Express (Cayman) Inc.), Equity Pledge Agreement (ZTO Express (Cayman) Inc.)
Pledge. 2.1 The Pledgors pledge 3.1 As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs“Secured Debt”) payable owed by Party C and/or under the PledgorsBusiness Cooperation Agreement, Pledgor hereby pledges its 13.179% equity of Party C (including the registered capital of CNY2,944,395 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that further registered capital of Party C and/or (contribution amount) that Pledgor may obtain in the Pledgors future and all equity interests related thereto) to Pledgee as first priority pledge.
3.2 The Parties understand and agree that the monetary valuation arising out of or in connection with the Secured Debt until the Accounting Date (as defined below) shall bear in be changing and floating valuation.
3.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
3.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
3.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
3.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be put into insolvency; or
3.3.4 Any other matter as required by the PRC laws to determine the Secured Debt.
3.4 For the avoidance of doubt, the parties hereto agree, for occurrence date of Accounting Event shall be the sole purpose of handling accounting date (“Accounting Date”). Pledgee shall be entitled to enforce the Equity pledge registration, to register as Pledge at its option on or after the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge AgreementAccounting Date in accordance with Article 8.
2.3 The 3.5 Within the Term of Pledge Rights hereunder (as defined below), Pledgee shall refer be entitled to the rights for the Pledgee to be paid from in priority the money gained collect any dividend or other distributable profit arising from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the PledgeeEquity.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors shall pledge all their Equity Interests in Party C as well as any dividend and bonus accrued thereupon during the term of this Agreement to the Pledgee as security for the security rights and interests of the Pledgee’s rights and benefits Pledgee under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed of security covered by the pledge of pledging the Equity hereunder interest under this Agreement shall be all fees (including legal fees), costs and expenses (including legal costs) losses payable to the Pledgee and/or Shanghai Shanghu Information Technology Co., Ltd. by Party C and/or the PledgorsShanghai PPDai Financial Information Service Co., and the lossesLtd., interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear under the Agreements, interests, damages, indemnities and costs for enforcement of creditor’s rights, as well as any obligation of Shanghai PPDai Financial Information Service Co., Ltd., Party C and/or the Pledgors which will be held liable to the Pledgee and/or Shanghai Shanghu Information Technology Co., Ltd in case the event that the whole or any part of entire or partial invalidation of any of Individual the Agreements for is invalid due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights contemplated hereunder shall refer mean the right of preferential repayment entitled to the rights for the Pledgee to be paid from in priority the money gained any amount derived from the conversion into moneydisposition, auction or sale of the Equity Interest pledged to the Pledgee by the Pledgors to the PledgeePledgors.
2.4 After this Agreement takes effect, unless Unless otherwise expressly agreed by the Pledgee in writing, after this Agreement comes into effect, the pledge Pledge contemplated hereunder may not be relieved only after released unless and until Shanghai PPDai Financial Information Service Co., Ltd., Party C and the Pledgors have properly and fully duly performed all of their obligations under the Individual Agreements and the Pledgee acknowledges such performance thereof has been recognized by the Pledgee in writing. In case If Shanghai PPDai Financial Information Service Co., Ltd., Party C or any of the Pledgors fails to fully perform all or any part of its their obligations under the Individual Agreements upon expiration within of the period described thereunderterm set out in each of the applicable Agreements, the Pledgors shall still has Pledgee will remain entitled to the Pledge Rights herein; contemplated hereunder unless and the pledge will be relieved until the foregoing obligations and liability duties referred to above have been fully performed in a way reasonably satisfactory to the Pledgee’s satisfaction.
Appears in 2 contracts
Samples: Equity Pledge Agreement (PPDAI Group Inc.), Equity Pledge Agreement (PPDAI Group Inc.)
Pledge. 2.1 The Pledgors pledge As the guarantee for the immediate and full payment and performance of any or all payments (including but not limited to the consultation and service fee payable to Pledgee under the Business Cooperation Agreement when due and payable, whether on the stipulated due date, by acceleration or otherwise, collectively as the “Secured Debt”) owed by Party C under the Business Cooperation Agreement, Pledgor hereby pledges its 0.754% equity of Party C (including the registered capital of CNY168,506 (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) to Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementfirst priority pledge.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount following events (“Accounting Event”), the value of the guaranteed claims during Secured Debt shall be determined per the handling total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Equity pledge registration processAccounting Event or on the occurrence date thereof (“Determined Debt”):
2.3.1 Where the Business Cooperation Agreement expires or terminates pursuant to its relevant terms;
2.3.2 Where an Event of Default set forth in Article 7 hereof occurs and has not been cured, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the causing Pledgee to serve a Notice of Default to Pledgor in accordance with Article 7.3 hereof;
2.3.3 Pledgee, upon proper investigation, reasonably believes that Pledgor and/or Party C is insolvent or may be paid from in priority the money gained from the conversion put into money, auction or sale of the Equity pledged insolvency; or
2.3.4 Any other matter as required by the Pledgors PRC laws to determine the PledgeeSecured Debt.
2.4 After this Agreement takes effect, unless expressly agreed by For the Pledgee in writingavoidance of doubt, the pledge hereunder may occurrence date of Accounting Event shall be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the accounting date (“Accounting Date”). Pledgee in writing. In case Party C or any of the Pledgors fails shall be entitled to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has enforce the Pledge Rights herein; and at its option on or after the pledge will Accounting Date in accordance with Article 8.
2.5 Within the Term of Pledge (as defined below), Pledgee shall be relieved until entitled to collect any dividend or other distributable profit arising from the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionEquity.
Appears in 2 contracts
Samples: Share Pledge Agreement (DouYu International Holdings LTD), Share Pledge Agreement (DouYu International Holdings LTD)
Pledge. 2.1 The Pledgors shall pledge all their Equity Interests in Party C as well as any dividend and bonus accrued thereupon during the term of this Agreement to the Pledgee as security for the security rights and interests of the Pledgee’s rights and benefits Pledgee under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed of security covered by the pledge of pledging the Equity hereunder interest under this Agreement shall be all fees (including legal fees), costs and expenses (including legal costs) losses payable to the Pledgee by Party C and/or the PledgorsPledgors under the Agreements, and the lossesinterests, interest, liquidated damages, compensation, the indemnities and costs for realizing the claimsenforcement of creditor’s rights, and the as well as any liability that of Party C and/or the Pledgors shall bear to the Pledgee in case the event that the whole or any part of entire or partial invalidation of any of Individual the Agreements for is invalid due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights contemplated hereunder shall refer mean the right of preferential repayment entitled to the rights for the Pledgee to be paid from in priority the money gained any amount derived from the conversion into moneydisposition, auction or sale of the Equity Interest pledged to the Pledgee by the Pledgors to the PledgeePledgors.
2.4 After this Agreement takes effect, unless Unless otherwise expressly agreed by the Pledgee in writing, after this Agreement comes into effect, the pledge Pledge contemplated hereunder may not be relieved only after released unless and until Party C and the Pledgors have properly and fully duly performed all of their obligations under the Individual Agreements and the Pledgee recognizes such performance thereof has been recognized by the Pledgee in writing. In case If Party C or any of the Pledgors fails to fully perform all or any part of its their obligations under the Individual Agreements upon expiration by the end of the period described thereunderterms set out in the Agreements, the Pledgors shall still has Pledgee will remain entitled to the Pledge Rights herein; contemplated hereunder unless and the pledge will be relieved until the foregoing obligations and liability duties referred to above have been fully performed in a way reasonably satisfactory to the Pledgee’s satisfaction.
Appears in 2 contracts
Samples: Equity Pledge Agreement (PPDAI Group Inc.), Equity Pledge Agreement (PPDAI Group Inc.)
Pledge. 2.1 As continuing first ranking security interest (gage de premier rang) for the prompt and complete payment and discharge in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of the Secured Obligations, the Pledgor hereby pledges (affecte en nantissement) with effect as from the occurrence of the Effective Time and in accordance with the Collateral Law all its Pledged Assets in favour of the Pledgee and hereby grants to the Pledgee, a continuing first ranking security interest (gage de premier rang) over the Pledged Assets. The Pledgors pledge Pledgee accepts and acknowledges the Pledge.
2.2 For the perfection of the Pledge, the Pledgor shall, upon the occurrence of the Effective Time, send by e-mail a duly executed Notice of Pledge to the Account Bank, with a copy thereof to the Pledgee. The Pledgor shall use reasonable endeavours to cause the Account Bank to return to the Pledgee an executed Notice of Acknowledgement, substantially in the form provided in Schedule 3 hereto as soon as possible and in any event within three (3) Business Days from the security date of the Notice of Pledge and it shall promptly upon receipt of such Notice of Acknowledgment, send a copy thereof by email to the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledgor shall (i) notify the Account Bank of the Pledge Rights hereunder shall refer constituted by this Agreement in relation to a Future Account, by sending a notice substantially in the form of Schedule 2 by e-mail with a copy to the rights for Pledgee and (ii) shall use reasonable endeavours to cause that the Account Bank returns to the Pledgee to be paid from the executed Notice of Acknowledgement substantially in priority the money gained from the conversion into moneyform of Schedule 3 respectively, auction or sale as soon as possible and in any event within three (3) Business Days after such Future Account having become operational and it shall promptly upon receipt of the Equity pledged such Notice of Acknowledgment, send a copy thereof by the Pledgors email to the Pledgee.
2.4 After this Agreement takes effectWithout prejudice to the above provisions, unless expressly agreed the Pledgor hereby irrevocably authorises and empowers the Pledgee to, at any time following the occurrence of a Senior Secured Acceleration Event which is continuing, take or cause to be taken any formal steps for the purpose of perfecting the Pledge and, for the avoidance of doubt, hereby irrevocably undertakes to take any such steps itself if so requested in writing by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction(acting reasonably).
Appears in 2 contracts
Samples: Pledge Agreement, Pledge Agreement
Pledge. 2.1 As continuing first ranking security interest (gage de premier rang) for the prompt and complete payment and discharge in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of the Interim Liabilities, the Pledgor hereby pledges (affecte en nantissement) in accordance with the Collateral Law all its Pledged Assets in favour of the Pledgee and hereby grants to the Pledgee, a continuing first ranking security interest (gage de premier rang) over the Pledged Assets. The Pledgors pledge Pledgee accepts and acknowledges the Pledge.
2.2 For the perfection of the Pledge, the Pledgor shall, on the date of this Agreement, send by e-mail a duly executed Notice of Pledge to the Account Bank, with a copy thereof to the Pledgee. The Pledgor shall use reasonable endeavours to cause the Account Bank to return to the Pledgee an executed Notice of Acknowledgement, substantially in the form provided in Schedule 3 hereto as soon as possible and in any event within three (3) Business Days from the security date of the Notice of Pledge and it shall promptly upon receipt of such Notice of Acknowledgment, send a copy thereof by email to the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledgor shall (i) notify the Account Bank of the Pledge Rights hereunder shall refer constituted by this Agreement in relation to a Future Account, by sending a notice substantially in the form of Schedule 2 by e-mail with a copy to the rights for Pledgee and (ii) shall use reasonable endeavours to cause that the Account Bank returns to the Pledgee to be paid from the executed Notice of Acknowledgement substantially in priority the money gained from the conversion into moneyform of Schedule 3 respectively, auction or sale as soon as possible and in any event within three (3) Business Days after such Future Account having become operational, and it shall promptly upon receipt of the Equity pledged such Notice of Acknowledgment, send a copy thereof by the Pledgors email to the Pledgee.
2.4 After this Agreement takes effectWithout prejudice to the above provisions, unless expressly agreed the Pledgor hereby irrevocably authorises and empowers the Pledgee to, at any time following the occurrence of an Enforcement Event, take or cause to be taken any formal steps for the purpose of perfecting the Pledge and, for the avoidance of doubt, hereby irrevocably undertakes to take any such steps itself if so requested in writing by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction(acting reasonably).
Appears in 2 contracts
Samples: Pledge Agreement, Pledge Agreement
Pledge. 2.1 The Pledgors pledge to the Pledgee as the security all of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned equity currently held or to be subsequently held by the Pledgors in Party C and the dividends which arise accruing from the Equity such equity during the effective term of this Agreementthe Agreement as the guarantee for (i) the performance of the obligations of the Pledgors and Party C under each agreement and (ii) the expenses incurred by the Pledgee in exercising its rights hereunder. The obligations set forth above are collectively referred to as the “Guarantee Obligations”.
2.2 The guarantee scope guaranteed by the pledge of the Equity hereunder equity pledge under the Agreement shall be all feesof the Guarantee Obligations, costs and expenses including but not limited to all fees (including legal costsfees) payable by Party C and/or the Pledgors to the Pledgee under each agreement, the service fees payable by Party C to the Pledgee under the Exclusive Technical and Consulting Service Agreement, the losses caused to Party A due to the default of Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensationindemnity, the costs for of realizing the claims, and the liability that of Party C and/or the Pledgors shall bear to the Pledgee in case of entire the event that each agreement becomes invalidated in whole or partial invalidation of any of Individual Agreements in part for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall under this Agreement refer to the rights for of the Pledgee to be paid first receive the service fees, liquidated damages, indemnities, penalties and other forms of payments due to the Pledgee under each agreement in connection with the execution of the pledge of the pledged equity, and to first receive the proceeds from in priority the money gained from the conversion into moneydiscounting, auction or sale of the Equity equity pledged by the Pledgors to the Pledgee.
2.4 After this the Agreement takes comes into effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may under the Agreement shall not be relieved only after removed until Party C and the Pledgors have properly and fully duly performed all of their obligations under the Individual Agreements each agreement and the performance thereof Pledgee has been recognized by approved them in writing, unless the Pledgee has expressly agreed in writing. In case If Party C or any of the Pledgors fails to have not fully perform performed all or any part of its their obligations under each agreement by the Individual Agreements upon expiration of the period described thereunderspecified therein, the Pledgors Pledgee shall still has continue to have the Pledge Rights herein; and the pledge will be relieved provided herein until the foregoing such obligations and liability liabilities have been fully performed to the reasonable satisfaction of the Pledgee’s satisfaction, and then the pledge hereunder shall be removed.
Appears in 2 contracts
Samples: Equity Pledge Agreement (YXT.COM GROUP HOLDING LTD), Equity Pledge Agreement (YXT.COM GROUP HOLDING LTD)
Pledge. 2.1 The Pledgors pledge Pledgor agrees to unconditionally and irrevocably Pledge the 25.7264% Equity held by it in Party C, namely its contribution of RMB 629,662.95 in the registered capital in Party C, to the Pledgee in the first priority irrevocably in accordance with the terms and conditions hereof, so as to secure full performance of its Contractual Obligations. Party C agrees that the security of the Pledgee’s rights and benefits under the Individual Agreements all Pledgor pledges the Equity owned by to the Pledgors and the dividends which arise from the Equity during the effective term of Pledgee in accordance with this Agreement.
2.2 The Parties understand and agree that the scope guaranteed by of security for the pledge of pledged Equity includes all the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability Secured Debts that Party C and/or A shall obtain under the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reasonContractual Obligations. In case If the competent industrial and commercial administration expressly authority requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as specify the amount of Secured Debt in the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose process of handling the Equity pledge registration, the foregoing Parties agree to register the principal amount of Secured Debt as RMB629,662.95 and all and any liability for breach of contract and compensation for loss under the Contractual Obligations only for the purpose of such Equity pledge registration. The Parties further confirm that, for the purpose of Equity pledge registration, the aforesaid amount shall not diminish detract from or limit any all rights or interest that and interests of Party A has under the Individual Agreements and this Equity Pledge Agreementits Contractual Obligations.
2.3 The During the Pledge Rights hereunder shall refer to the rights for Period (as defined in Article 3.1), the Pledgee shall have the right to be paid from place in priority the money gained from the conversion into moneydeposit any bonus, auction dividend or sale other distributable interest arising out of the Equity pledged and to receive priority in compensation therefor. The Pledgor shall, upon receipt of the Pledgee’s written request, deposit (or urge Party C to deposit) such fruits into the account designated by the Pledgors to Pledgee in writing for supervision by the Pledgee; such fruits deposited into the account designated by the Pledgee in writing shall not be withdrawn by the Pledgor without the written consent of the Pledgee.
2.4 After this Agreement takes effectDuring the term hereof, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed due to the Pledgee’s satisfactionintention or gross negligence, the Pledgee shall not be liable for any decrease in the value of the Equity, nor shall the Pledgor have the right to pursue or make any demand against the Pledgee in any form.
2.5 Subject to the provisions of Article 2.4 hereof, if any significant decrease in the value of the Equity is possible, which is sufficient to endanger the rights of the Pledgee, the Pledgor agrees that the Pledgee may auction or sell the Equity at any time on behalf of the Pledgor, and agree with the Pledgor to use the proceeds from the auction or sale to pay off the Secured Debts in advance or to place in deposit with the notary office where the Pledgee is located (any expenses incurred therefrom shall be paid with the proceeds from the auction or sale). In addition, the Pledgor shall provide other properties satisfactory to the Pledgee as security. The Pledgor must promptly notify the Pledgee of any event that may result in any significant decrease in the value of the Equity, which is sufficient to endanger the rights of the Pledgee, and take necessary actions to resolve or mitigate the adverse effects of such event as reasonably required by the Pledgee. Otherwise, the Pledgor shall bear corresponding compensation liability to the Pledgee for the direct or indirect losses caused thereby.
2.6 The Equity pledge created hereunder is a continuing guarantee and shall remain valid until the Contractual Obligations are fully performed and the Secured Debt is fully settled. The Pledgee’s immunity and grace from any breach of contract by the Pledgor or the Pledgee’s delayed exercise of any rights under the Transaction Agreements and this Agreement shall not affect the Pledgee’s right to require the Pledgor or Party C to strictly perform the Transaction Agreements and this Agreement at any time thereafter hereunder, relevant Laws of China and the Transaction Agreements or the Pledgee’s right as a result of subsequent breach of the Transaction Agreements and/or this Agreement by the Pledgor or Party C.
Appears in 2 contracts
Samples: Equity Interest Pledge Agreement (QUHUO LTD), Equity Interest Pledge Agreement (QUHUO LTD)
Pledge. 2.1 The Pledgors pledge Obligors hereby pledge, assign, hypothecate and transfer to the Pledgee Administrative Agent for the benefit of the Banks all of the Obligors' right, title and interest in and to all Tendered Bonds as delivered from time to time by the holders thereof which were not remarketed on the applicable date the Tendered Bonds were tendered by the holders thereof and a Tender Drawing was made by the Fronting Bank for which it was not reimbursed for under Section 2.04 ("Pledged Bonds"), and hereby grants to the Administrative Agent for the benefit of the Banks a first lien on, and security interest in, its right, title and interest in and to each of the Pledged Bonds, the interest thereon and all proceeds thereof, as collateral security for the prompt and complete payment when due from time to time by the Obligors (by acceleration, at stated maturity or otherwise) of all obligations to the Administrative Agent, the Fronting Bank and the Banks hereunder. The Obligors hereby authorize the Tender Agent for such Pledged Bonds to deliver or cause to be delivered to the Administrative Agent or its designated agent, and registered in the name of the Tender Agent, or such other Person as the security Administrative Agent shall elect, as pledgee, all Pledged Bonds. The Pledged Bonds shall upon payment of the Pledgee’s rights related Demand Loan or Tender Advance in accordance with this Agreement be released and benefits under delivered to the Individual Agreements all Tender Agent as provided in the Equity owned by Indenture, the Pledgors Pledge Agreement and the dividends which arise from the Equity during the effective term of this Tender Agency Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the lossesAdministrative Agent shall take all actions necessary to effectuate such release and delivery. The Pledged Bonds and the proceeds thereof shall serve as security for the payment and performance when due of the Obligors' reimbursement obligations under this Agreement. The Obligors shall deliver, interest, liquidated damages, compensationor cause to be delivered, the costs for realizing Pledged Bonds to the claimsTender Agent or to another pledge agent designated by the Administrative Agent immediately upon receipt thereof or, in the case of Pledged Bonds held under a book-entry system administered by The Depository Trust Company, New York, New York (or any other clearing corporation), the Obligors shall cause the Pledged Bonds to be reflected on the records of the Depository Trust Company (or such other clearing corporation) as a position held by the Administrative Agent (or a pledge agent acceptable to the Administrative Agent) as a Depository Trust Company participant (or a participant in such other clearing corporation) and the liability Administrative Agent (or its pledge agent) shall reflect on its records that Party C and/or the Pledgors shall bear Pledged Bonds are owned beneficially by the Obligors subject to the pledge in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount favor of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge AgreementAdministrative Agent.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (South Jersey Industries Inc)
Pledge. 2.1 The Pledgors pledge a. Upon receipt of written notice from the Pledgees and the Pledgor, the Pledge Agent shall deliver the certificate evidencing the Pledged Securities, together with the stock powers held by it to the Pledgor. Further, if within 30 days of receipt of a notice from the Pledgor (with a duplicate copy sent to the Pledgee) that the Notes have been paid in full, the Pledge Agent shall not have received written notification from one or more Pledgee to the contrary, the Pledge Agent shall deliver the certificate evidencing the Pledged Securities together with the stock power held by it, to the Pledgor.
a. In the event one or more Pledgees deem that an Event of Default (as hereinafter defined) has occurred under either of the Notes, the Pledgee shall provide written notice of such claimed default to the Pledgor and send a duplicate copy of such notice to the Pledge Agent. In the event that the Pledgor disputes the Pledgee's claimed default, it shall, within 15 days of the Pledgee's notice, send a letter so stating to the Pledgee, with a duplicate copy to the Pledge Agent. In the event of a dispute between the Pledgor and the Pledgee as the security to whether an Event of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensationDefault has occurred, the costs for realizing Pledge Agent will continue to hold the claims, Pledged Securities in accordance herewith and shall take further action only upon a court order or a written consent signed by both the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial Pledgor and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After a. In the event that the Pledgor does not dispute the Pledgee's claimed default within 15 days of the Pledgee's notice, the Pledge Agent shall have the right on behalf of and at the direction of the Pledgee to sell the Pledged Securities.
a. The Pledge Agent shall have no duties or obligations other than those specifically set forth in this Agreement takes effectAgreement. The Pledgor and Pledgees each agrees jointly and severally to indemnify the Pledge Agent and hold it harmless against any and all liabilities and expenses incurred by it hereunder, unless expressly agreed whether or not such liabilities are a consequence of any action by the Pledgee in writingPledgor or Pledgees, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized except for liabilities incurred by the Pledgee in writing. In case Party C Pledge Agent resulting from its own willful misconduct or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactiongross negligence.
Appears in 1 contract
Pledge. 2.1 The Pledgors Pledgor hereby agrees with the Pledgee and hereby undertakes that the Pledgor shall grant to the Pledgee the rights of pledge purported to be granted under and pursuant to this Agreement.
2.2 As security for the payment and discharge in full, as and when due (whether at stated maturity, by acceleration or otherwise), of the Secured Obligations, the Pledgor hereby grants, for the duration of the Security Period, to the Pledgee a first ranking undisclosed right of pledge (stil pandrecht eerste in rang), over all Accounts Receivable and, to the extent it concerns future Accounts Receivable, hereby grants in advance (verpandt bij voorbaat) to the Pledgee a first ranking right of pledge over such future Accounts Receivable and the Pledgee hereby accepts such rights of pledge.
2.3 Upon the occurrence of a Payment Default and the exercise by the Pledgee of its rights under Paragraph 19.B.3 of the NSS-8 Contract or the occurrence of an Event of Default, the Pledgor shall send to the Pledgee, at the Pledgee’s first request (acting reasonably), a computer print out of the books of the Pledgor (each such computer print out referred to as a “Pledge List”) stating, inter alia, the names of all NSS-8 Customers, their contact details and the outstanding amounts of the Accounts Receivable.
2.4 The Pledgor irrevocably and unconditionally undertakes to take such action (including the execution of documents to be made up in form and substance satisfactory to the Pledgee) as and when the Pledgee deems necessary in its reasonable opinion from time to time to create, perfect and maintain a valid and enforceable first priority right of pledge in favour of the Pledgee with respect to the Accounts Receivable, including the registration and filing of this Agreement and any Supplemental Agreement with the Belastingdienst Amsterdam Afdeling Registratie Unit promptly upon execution thereof, and in any event no later than 10 business days after the date of such execution or the date of such Supplemental Agreement, and the payment of any stamp, registration, notary or other taxes and fees in connection therewith. As soon as reasonably practicable after such registration or filing, the Pledgee will be provided with a copy of this Agreement or a Supplemental Agreement, as the case may be, together with proof of registration or filing, as the case may be.
2.5 In addition to the undertakings contained in Clause 2.4 above, the Pledgor irrevocably and unconditionally undertakes to pledge to the Pledgee as on a quarterly basis any and all Accounts Receivable it will acquire after the security date hereof. To the extent necessary, in the reasonable opinion of the Pledgee’s rights , for the creation of a pledge on any and benefits under the Individual Agreements all the Equity owned Accounts Receivable acquired by the Pledgors Pledgor after the date hereof, the Pledgor and the dividends which arise from Pledgee shall enter into a Supplemental Agreement within 30 days after the Equity during last day of each quarter as of the effective term date of this Agreement.
2.2 2.6 The scope guaranteed by Pledgee hereby grants to the pledge Pledgor (the “Attorney-in-Fact”) a power of attorney (the “Power of Attorney”) which is revocable upon written notice, to represent the Pledgee and to sign and execute on behalf of and in the name of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or Pledgee any Supplemental Agreement materially in the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties form as attached hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreementsAnnex 1. The parties further acknowledge agree that for section 3:68 (Selbsteintritt) of the purpose of handling Dutch Civil Code will not apply and to the Equity pledge registrationextent necessary, the foregoing amount shall not diminish or limit Pledgee hereby waives any rights or interest that Party A has it may have under section 3:68 of the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to Dutch Civil Code, which waiver the rights for the Pledgee Pledgor hereby accepts. This Power of Attorney is to be paid from construed and interpreted as a limited power of attorney. Nothing contained in priority this Power of Attorney shall be construed to grant the money gained from Attorney-in-Fact the conversion into moneypower to initiate or defend any suit, auction litigation or sale proceeding in the name of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any 2.7 Each of the Pledgors fails to fully perform any Rights of its obligations under the Individual Agreements upon expiration Pledge is one and indivisible (één en ondeelbaar). Partial fulfilment of the period described thereunder, Secured Obligations shall not extinguish the Pledgors shall still has the Rights of Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionproportionally.
Appears in 1 contract
Samples: NSS 8 Spacecraft and Associated Equipment and Services Contract (New Skies Satellites Holdings Ltd.)
Pledge. 2.1 The Pledgors would pledge the entire equity interest in Party D or similar interests thereof to the Pledgee party A, as the security guarantee of the Pledgeeparty A’s rights and benefits under interests in principal contract, Party A enjoy the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreementpriority claim toward equity pledge or similar interests.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be equity interest or similar equity pledge in this contract is Party D and its affiliate institutions and/or all fees, costs and expenses the expense (including legal costs) payable by Party C and/or the Pledgorsexpense), and the lossesexpenditure, interestcost to undertake, liquidated interests, damages, compensation, cost to realize creditor, all the costs for realizing the claimsexpenses pledgee forced pledgor to perform its obligations under this contract that Party B and Party C should pay Party A, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount reason that may cause invalidity of the guaranteed claims during whole contract or part of it, Party D and pledgor shall bear the handling responsibility.
2.3 Pledge under this contract refers to all the remedies for breach of contracts and rights owned by the Equity pledge registration processParty A, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements right to sell in discount, launch an auction and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer sell off the equity interests or similar rights pledged to the Party A by xxxxxxx to have priority claim, or in compliance with Chinese laws and regulations, to have priority claim in a manner which is both agreed in disposing pledge of stock or similar rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgeeand interests.
2.4 After this Agreement takes effect, unless Unless otherwise expressly agreed by the Pledgee in writing, the pledge hereunder may under this contract shall be relieved released only after when Party C D and the Pledgors pledgor have properly fully and fully performed completely fulfilled all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations and responsibilities under the Individual Agreements upon expiration principal contract, and with written approval by the Party A; a reasonable fee for the cancellation of the period described thereunderpledge shall be borne by the pledgor. If Party D or pledgor have not completely fulfill all of its obligations or liabilities under such contract or any part of the obligations or liabilities upon expiration, Party A still enjoys pledge under the Pledgors shall still has the Pledge Rights herein; contract until such obligation and the pledge will be relieved until the foregoing obligations and liability have been fully performed duty are made in a reasonable manner satisfactory to the Pledgee’s satisfactionParty A and completely fulfilled.
Appears in 1 contract
Samples: Pledge of Equity Agreement (Hailiang Education Group Inc.)
Pledge. 2.1 The Pledgors As the collateral security for all the Obligors to fulfill any and all the Secured Liabilities under the Cooperation Series Agreement instantly and completely, the Pledgers hereby pledge the 100% equity in the Company held by them (including the 100% equity in the Company held by the Pledgers at present and all the equity interests related thereto) to the Pledgee in the way of first priority pledge.
2.2 All parties understand and agree that currency valuations arising from or related to the Secured Liabilities as of the closing date (defined as below) are changing and fluctuating valuations.
2.3 In case of any of the following events (“Closing Causes”), the value of the Secured Liabilities shall be determined as the security total amount of the Secured Liabilities due and outstanding to the Pledgee on the day of occurrence of the Closing Cause or on the nearest day before the occurrence of the Closing Cause (“Determined Labilities”):
(a) Any Cooperation Series Agreement matures or terminates according to the related agreement thereunder;
(b) Any Default Event as provided in Article 7 hereof occurs and is unsolved, resulting that the Pledgee serves a Default Notice to the Pledgers according to Article 7.3 hereof;
(c) The Pledgee deems the Pledgers and/or the Company have become insolvent or may be placed in a state of insolvency on reasonable grounds through appropriate investigation; or
(d) Any other event under which the Secured Labilities shall be determined in accordance with related PRC laws and regulations.
2.4 For avoidance of any doubt, the occurrence date of the Closing Cause shall be the closing date (“Closing Date”). The Pledgee shall have the right to realize the Pledge at its option according to Article 8 on or after the Closing Date.
2.5 Within the Pledge Term, the Pledgee shall have the right to receive any dividend or other distributable profits arising from the Equity. With the prior written consent of the Pledgee’s rights and benefits under , the Individual Agreements all Pledgers may receive dividends or bonuses in respect of the Equity owned Equity. The dividends or bonuses received by the Pledgors and Pledgor due to the dividends which arise from Equity, after deducting the Equity during the effective term of this Agreement.
2.2 The scope guaranteed taxes payable or withheld by the pledge of Pledgor according to the Equity hereunder applicable PRC laws, shall be all fees, costs and expenses (including legal costsa) payable by Party C and/or deposited into the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed bank account designated by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to for the Pledgee’s satisfactionsupervision and use for securing contractual obligations and paying off the Secured Liabilities first; or (b) on premise of not violating PRC laws, transferred to the Pledgee or the Pledgee’s designee unconditionally.
Appears in 1 contract
Samples: Equity Pledge Agreement (Jianzhi Education Technology Group Co LTD)
Pledge. 2.1 The Pledgors pledge to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 10,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 1 contract
Samples: Equity Interest Pledge Agreement (Sunlands Technology Group)
Pledge. 2.1 The Pledgors pledge Pledgor hereby agrees with the Pledgee and hereby undertakes that the Pledgor shall grant to the Pledgee as the security rights of the Pledgee’s rights pledge purported to be granted under and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of pursuant to this Agreement.
2.2 The scope guaranteed As security for the payment and discharge in full, when due (whether at stated maturity, by the pledge acceleration or otherwise), of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensationSecured Obligations, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agreePledgor hereby grants, for the sole purpose duration of handling the Equity pledge registrationSecurity Period, to register as the amount Pledgee a first ranking disclosed right of pledge (openbaar pandrecht eerste in rang), over all Accounts Receivable and, to the claims under extent it concerns future Accounts Receivable, hereby grants in advance (verpandt bij voorbaat) to the Individual Agreements CNY 5,000,000 Pledgee a first ranking right of pledge over such future Accounts Receivable and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose Pledgee hereby accepts such rights of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreementpledge.
2.3 The Pledge Rights hereunder shall refer to Pledgee hereby notifies the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale Debtors which are party hereto of the Equity pledged Right of Pledge required pursuant to section 3:236 (2) in conjunction with section 3:94 of the Dutch Civil Code and such notification is acknowledged by the Pledgors Debtors by countersigning this Agreement.
2.4 In order to perfect the Right of Pledge, the Pledgor (also on behalf of the Pledgee) shall forthwith notify each Debtor (i) with which it has business generating intercompany Accounts Receivable and (ii) which (a) has not countersigned this Agreement or (b) becomes a Group Company of the Company in the future, of the Right of Pledge by sending a notification (mededeling) pursuant to section 3:236 (2) in conjunction with section 3:94 of the Dutch Civil Code to such Debtors by registered mail substantially in the form of Annex 2 hereto with a copy to the Pledgee.
2.5 The Pledgee hereby revocably authorises the Pledgor to send the notifications as referred to in Clause 2.4 After above also on its behalf and to accept on behalf of the Pledgee, for the duration of the Security Period, a right of pledge on the terms of this Agreement takes effect, unless expressly agreed over Accounts Receivable acquired by the Pledgor after the date hereof, which authorisation permits the Pledgee to (also) act as the Pledgor’s counterparty within the meaning of section 3:68 (Selbsteintritt) of the Dutch Civil Code.
2.6 If no notice has been given by the Pledgor to one or more Debtors in writingrespect of the Accounts Receivable owed to the Pledgor by such Debtors, this pledge shall constitute an undisclosed pledge over those Accounts Receivable (stil pandrecht) until the moment notice has been given to the relevant Debtors.
2.7 The Pledgor irrevocably and unconditionally undertakes to take such action (including the execution of documents to be made up in form and substance satisfactory to the Pledgee) as and when the Pledgee deems necessary in its reasonable opinion from time to time to create, perfect and maintain a valid and enforceable first priority right of pledge in favour of the Pledgee with respect to the Accounts Receivable, including, if required, the pledge hereunder may be relieved only registration and filing of this Agreement with the Belastingdienst Amsterdam Afdeling Registratie Unit no later than 10 business days after Party C the date of this Agreement, and the Pledgors have properly payment of any stamp, registration, notary or other taxes and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by fees in connection therewith. As soon as reasonably practicable after such registration or filing, the Pledgee in writingwill be provided with a copy of this Agreement together with proof of registration or filing, as the case may be.
2.8 Each of the Rights of Pledge is one and indivisible (één en ondeelbaar). In case Party C or Partial fulfilment of any of the Pledgors fails to fully perform any Secured Obligations shall not extinguish the Rights of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionproportionally.
Appears in 1 contract
Samples: Agreement of Disclosed Pledge (New Skies Satellites Holdings Ltd.)
Pledge. 2.1 The Pledgors pledge Pledgor hereby pledges to the Pledgee as Senior Notes Collateral Agent for its benefit and for the security ratable benefit of the Pledgee’s rights Holders, and benefits under grants to the Individual Agreements all Senior Notes Collateral Agent for the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge ratable benefit of the Equity hereunder shall be Holders a continuing first priority security interest in, all feesof the Pledgor's right, costs title and expenses interest in the following (including legal coststhe "Senior Notes Pledged Collateral"): The shares of Common Stock (the "Senior Notes Pledged Shares") payable by Party C and/or from time to time identified on a certificate (a "Senior Notes Collateral Identification Certificate") in the Pledgorsform attached hereto as Exhibit A, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, all products and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation proceeds of any of Individual Agreements the Senior Notes Pledged Shares, including, without limitation, all dividends, cash, options, warrants, rights, instruments, subscriptions and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any reason. In case or all of the competent industrial and commercial administration expressly requires a definite Senior Notes Pledged Shares or any of the foregoing Each Senior Notes Collateral Identification Certificate (i) shall have been completed to identify the principal amount of the guaranteed claims during the handling Senior Notes to be issued at such time (for purposes of the Equity pledge registration processsaid Senior Notes Collateral Identification Certificate, the parties hereto agree"Incremental Senior Notes"), (ii) shall have been completed to identify a number of Senior Notes Pledged Shares equal to 117.647 shares of Common Stock for each $1,000 principal amount of Incremental Senior Notes (the sole purpose of handling the Equity pledge registration"Incremental Senior Notes Pledged Shares"), to register as well as the amount appropriate certificate(s) evidencing the Incremental Senior Notes Pledged Shares, (iii) shall have been duly executed by the Pledgor, and (iv) shall include an Acknowledgment of Price Note Collateral Agent duly executed by the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreementsPrice Note Collateral Agent. The parties further acknowledge that pledge and security interest made and granted in this Section 1 is made and granted for the purpose of handling securing all of the Equity pledge registrationObligations under the Indenture and the Senior Notes (including, without limitation, interest and any other Obligations accruing after the foregoing amount date of any filing by the Pledgor of any petition in bankruptcy or the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Pledgor). The Pledgor agrees that it shall not diminish or limit be entitled to issue Senior Notes at any rights or interest that Party A has time under the Individual Agreements Indenture unless and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder until it shall refer have provided to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C Senior Notes Collateral Agent a Senior Notes Collateral Identification Certificate (and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee accompanying Incremental Senior Notes Pledged Shares) in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionconnection therewith.
Appears in 1 contract
Samples: Indenture (Excel Legacy Corp)
Pledge. 2.1 The Pledgors pledge Donor, in consideration of its abiding interest in interior horticulture research, education, marketing, and/or scholarships, a gift to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear Foundation in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of $ insert amount will be given on or before insert date. This gift, together with any other properties which may later be brought within the claims operation of this Agreement (Gift), will be held by the Foundation in accordance with this Agreement. If, in the best judgment of the Board of Directors of the Foundation, all or part of the Gift cannot be used in the manner described in this Agreement, the Board may use the Gift for other purposes as nearly aligned to the Donor's original intent, after consultation with the Donor if possible, as the Board deems appropriate under the Individual Agreements CNY 5,000,000 circumstances Name of the Fund In grateful recognition of the Donor's generosity and any in reliance upon this Agreement, the Foundation agrees to establish an endowment fund to be known as the insert name of fund. Purpose The gift amount will be added to the corpus of Interior Industry Growth fund and the spendable income shall be used to support the fund as follows: to support research, education, marketing, and other interior landscape related projects that serve to support Green Plants for Green Buildings’ core purpose of being the catalyst for developing a community of professionals and practitioners to connect people to the aesthetic, wellbeing, and economic value of plants in the places where we work, learn, heal, and live. Recognition The Donor's contribution may be noted in future National Horticulture Foundation publications. Formal press releases or specific articles will be submitted to the Donor for approval. FOUNDATION AS OWNER OF THE FUND: This Fund shall be the property of the Foundation and owned by it in its corporate capacity. In such capacity, the Foundation shall have the ultimate authority and control of all breach-of-contract liability and damages under property in the related agreements. The parties further acknowledge that Fund, to make distributions therefrom for the purpose charitable purposes of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer Foundation. Anything herein to the rights for contrary notwithstanding, this Agreement shall be subject to and governed by the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale articles of incorporation and bylaws of the Equity pledged by the Pledgors Foundation, as from time to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights hereintime amended; and the pledge will Fund hereby created shall be relieved until held, managed, and used in all respects in accordance with the foregoing obligations terms of the governing instruments of the Foundation, as amended from time to time, and liability have been fully performed to resolutions and procedures adopted by the Pledgee’s satisfactionBoard of Directors of the Foundation under the authority of its governing instruments.
Appears in 1 contract
Samples: Gift Agreement
Pledge. 2.1 The Pledgors pledge (a) In order to secure the Pledgee payment or performance, as the security case may be, in full of the Pledgee’s rights and benefits obligations of the Pledgor under the Individual Agreements Notes, the Pledgor hereby pledges, assigns, transfers, delivers, deposits, sets over and confirms as a second priority pledge unto the Pledgee, and its successors and assigns, (i) 409,341 Shares of Common Stock of Authentidate Holding Corp. owned (beneficially and of record) by the Pledgor (the "Pledged Shares"), (ii) options to purchase 1,065,000 shares of the Common Stock of Authentidate Holding Corp. (the "Pledged Options") (the Pledged Shares and the Pledged Options may be collectively referred to herein as the "Pledged Securities"), (iii) all proceeds of, including cash or other securities delivered in exchange for, the Equity Pledged Securities, and (iv) the Account.
(b) All of the Pledged Securities collectively owned by the Pledgors Pledgor are free and the dividends which arise from the Equity during the effective term clear of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all feesliens, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case encumbrances, rights of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration processthird parties, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related lockup agreements. The parties further acknowledge that for Further, all restrictions on the purpose Pledged Securities, and all restrictive legends on the share certificates and option certificates representing the Pledged Securities, have been removed or may be removed pursuant to the Securities Act of handling the Equity pledge registration1933, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreementas amended.
2.3 The Pledge Rights hereunder shall refer (c) Certificates representing the Pledged Securities are currently held in the Account by First Union and may be delivered to the rights for Pledgee upon its demand.
(d) Certificates representing the Pledgee to be paid from Pledged Options, accompanied by proper instruments of assignment duly executed in priority the money gained from the conversion into money, auction or sale of the Equity pledged blank by the Pledgors Pledgor are herewith delivered to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed (e) The Pledgor agrees that he has delivered herewith to the Pledgee (i) proper instruments of assignment duly executed in blank by the Pledgor together with the certificates representing any additional shares of capital stock of Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights hereinhereafter acquired; and (ii) a duly executed financing statements covering the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionAccount.
Appears in 1 contract
Samples: Security and Pledge Agreement (Authentidate Holding Corp)
Pledge. 2.1 The Pledgors pledge 1. Each Pledgor pledges to Party A the Pledgee full equity it owns in Xx Xx Jia Xun as the security guarantee for performance of the Pledgee’s rights Pledgor and benefits Xx Xx Jia Xun of their obligations and debts under the Individual Agreements all the Equity owned Agreements.
2. The scope of guarantee offered by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the share pledge of the Equity hereunder shall be includes all fees, costs and expenses fees (including legal costsfares) and expenses payable by to Party C and/or the Pledgors, A and the all losses, interest, liquidated penalties, damages, compensation, costs of exercise of creditor’s rights to be borne by Xx Xx Jia Xun and (or) the costs for realizing Pledgors under the claimsAgreements, and the liability all liabilities that Party C and/or Xx Xx Jia Xun and the Pledgors shall bear assume to Party A in case the event of entire termination, cancellation or full or partial invalidation of any of Individual the Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, due to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreementswhatsoever reasons.
3. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights Pledgee’s Right hereunder shall refer to the rights for right of Party A to receive prioritized payment out of the Pledgee to be paid proceeds from in priority the money gained from the conversion into money, auction or sale of converting the Equity pledged to Party A by the Pledgors to into money or auctioning or selling off the PledgeeEquity.
2.4 After 4. Unless Party A otherwise agrees in writing explicitly after this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge Pledge hereunder may shall be relieved only after Party C if and when Xx Xx Jia Xun and the Pledgors have properly and fully duly performed all of their obligations and responsibilities under the Individual Agreements Agreement and the performance a written acknowledgement thereof has been recognized by the Pledgee in writing. In case obtained from Party C or any of A. If Xx Xx Jia Xun and the Pledgors fails fail to fully perform all or any part of its their obligations or responsibilities under the Individual Agreements upon as of expiration of the period described thereunderterms specified in the Agreements, the Pledgors Party A shall still has the Pledge Rights herein; and the pledge will continue to be relieved until the foregoing obligations and liability have been fully performed entitled to the Pledgee’s satisfaction.Right set forth herein until the aforesaid obligations and responsibilities are fully performed in a manner that is to the reasonable satisfaction of Party A.
Appears in 1 contract
Pledge. 2.1 The Pledgors pledge to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In rxxxxx.Xx case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 1 contract
Samples: Equity Interest Pledge Agreement (Sunlands Technology Group)
Pledge. 2.1 The (a) Pledgors pledge hereby pledge, assign, hypothecate, transfer, deliver and grant to Pledgee, a first lien on and first priority perfected security interest in (i) all of the Merger Shares and the Pledged Shares, (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors Merger Shares and the dividends which arise from Pledged Shares, (iii) any other property of Pledgors as described in Section 4 below or otherwise, whether now or hereafter delivered to, or in the Equity during the effective term possession or custody of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and (iv) all proceeds of the lossescollateral described in the preceding clauses (i), interest(ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral”), liquidated damagesas collateral security for the prompt and complete payment and performance when due of the Indemnification Liabilities. All of the Merger Shares and Pledged Shares owned by Pledgors are presently represented by certificates and are listed on Exhibit A hereto, compensationwhich certificates, with undated stock powers duly executed in blank by Pledgors, are being delivered to Pledgee simultaneously herewith. Upon the costs for realizing creation or acquisition of any new Merger Shares or Pledged Shares, Pledgors shall execute an Addendum in the claimsform of Exhibit B attached hereto
(a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgors shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Merger Shares, Pledged Shares and any additional Pledged Collateral.
(b) Anything herein to the contrary notwithstanding, Pledgee will from time to time, following the termination of MO’s Lockup Agreement (as defined in the Merger Agreement), release the pledge and deliver the certificates representing the Merger Shares to a registered broker dealer upon the written request of MO and will cooperate in all other reasonable respects to allow MO to sell the Merger Shares or any portion thereof from to time to time in his sole discretion; provided that (i) MO and the liability broker dealer sign an agreement certifying that Party C and/or the Pledgors shall bear all proceeds of such sales will be deposited in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, cash collateral account approved by Pledgee for the sole purpose benefit of handling Pledgee, which cash shall be deemed Pledged Collateral and held on substantially the Equity pledge registrationsame terms as set forth herein, to register as and (ii) no funds will be released from that cash collateral account without the amount express written consent of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 1 contract
Pledge.
2.1 The Pledgors pledge Pledgor pledges all Equity Interest in Xxxxxx Xxxxxx held by it to Party A as collateral for the Pledgee as the security of the Pledgee’s rights and benefits interests of Party A under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed secured by the equity pledge of the Equity hereunder shall be Obligations, all fees, costs and expenses fees (including legal costsfees) and expenses payable to Party A by Party C Xxxxxx Xxxxxx and/or the Pledgors, Pledgor and the losses, interest, liquidated damages, compensation, the damages and costs for realizing realization of claims which shall be borne by Xxxxxx Xxxxxx and/or the claims, Pledgor under the Agreements and the liability that liabilities of Xxxxxx Xxxxxx and the Pledgor to Party C and/or the Pledgors shall bear A in case of entire whole or partial invalidation of any of Individual the Agreements for due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer mean the priority right of payment enjoyed by Party A from amounts derived from converting the Equity Interest pledged to Party A by the rights for the Pledgee to be paid from in priority the money gained Pledgor into cash or from the conversion into money, auction or sale of the Equity Interest pledged to Party A by the Pledgors to the PledgeePledgor.
2.4 After this Agreement takes effect, unless Unless expressly agreed otherwise by Party A in writing after the Pledgee in writingeffectiveness of this Agreement, the pledge hereunder may be relieved discharged only after Party C Xxxxxx Xxxxxx and the Pledgors have properly and fully Pledgor has duly performed all of their obligations and liabilities under the Individual Agreements and after written confirmation by Party A. If Xxxxxx Xxxxxx or the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors Pledgor fails to fully perform any all or part of its their obligations or liabilities under the Individual Agreements upon on the expiration of the period described thereunderterm set out in the Agreements, the Pledgors Party A shall still has be entitled to the Pledge Rights herein; and the pledge will be relieved set out hereunder until the foregoing relevant obligations and liability liabilities referred to above have been fully performed to the Pledgeereasonable satisfaction of Party A.
2.5 In the event that Xxxxxx Xxxxxx is dissolved or liquidated in accordance with the mandatory requirements of the PRC law, as per the pledgee’s satisfaction.request, any benefits or interests distributed by Xxxxxx Xxxxxx to the Pledgor after the dissolution or liquidation proceedings shall (1) be deposited into the bank account designated by the pledgee or its designees and shall be supervised by the pledgee or its designees to settle the secured debts first; or (2) be granted unconditionally to the pledgee or its designees subject to compliance with the PRC law.
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Pledge. 2.1 The Pledgors pledge A. In order to induce Secured Party to refrain from exercising its default remedies under the Franchise Agreement and the Notes until on or after July 1, 2000, and to secure the timely payment to Secured Party of all amounts due thereunder when and as due, Pledgor has delivered to Secured Party certificates representing 100,000 shares of BCTI's issued and outstanding common stock (the "Pledged Shares"), and in connection therewith Pledgor has executed and delivered stock powers in blank attached to the Pledgee as certificates. The Pledged Shares shall be deemed to be pledged hereunder by the security Pledgor for the benefit of Secured Party.
B. Pledgor shall pay when due all taxes, assessments, charges or liens against the Pledged Shares. On the failure of Pledgor to do so, Secured Party at its option may pay any of such taxes, assessments, charges or liens and add the cost thereof to the outstanding balance of the Pledgee’s rights Notes.
C. Pledgor shall in no way create or permit the creation of any pledge, lien or other encumbrance on the Pledged Shares and benefits under shall not sell, assign or otherwise dispose of the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity Pledged Shares during the effective term of this Agreement.
2.2 The scope guaranteed by . Any such sale, assignment, pledge or disposition shall not affect the pledge of the Equity hereunder Pledged Shares hereunder.
D. Except as specifically set forth in this Agreement, Pledgor shall retain all rights, including voting rights, with respect to the Pledged Shares for so long as they are registered in Pledgor's name.
E. The Pledged Shares shall be all fees, costs held by the Secured Party as aforesaid unless and expenses until whichever of the following events shall first occur: (including legal costsi) payable by disposition of the Pledged Shares as described in Section 4 hereof; or (ii) the termination of this Agreement in accordance with Section 8 hereof.
F. This Agreement shall constitute a security agreement under the Uniform Commercial Code. Pledgor covenants to join with Secured Party C and/or in the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation execution of any of Individual Agreements financing statements and to execute any other instruments that may reasonably be required by Secured Party hereafter for the perfection or renewal under the Uniform Commercial Code or any reason. In case the competent industrial and commercial administration expressly requires a definite amount other applicable law of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or security interest that Party A has under the Individual Agreements and this Equity Pledge Agreementgranted hereunder.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
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Pledge. 2.1 (a) The Pledgors Guarantor does hereby pledge and grant a security interest in the Pledged Membership Interest to the Lender, together with any and all other securities, cash or other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Membership Interest, and together with the proceeds thereof (hereinafter said property being collectively referred to as the “Collateral”), as security for the payment when due of the Guarantor Obligations.
(b) The Guarantor hereby represents and warrants to the Lender that (i) the Pledged Membership Interest represents all of the issued and outstanding limited liability company membership interest in each of the Borrowers, (ii) it has the limited liability company authority to pledge the Collateral to the Lender in the manner and subject to the terms and conditions set forth herein, free and clear of any and all Liens, (iii) it has good title to pledge the Collateral to the Lender in the manner and subject to the terms and conditions set forth herein and (iv) there are no interest liens or pledges of the Collateral that are senior to the pledge to Lender under this Guaranty.
(c) The Guarantor further covenants to the Pledgee as the security Lender that it will cause any additional securities or other property issued to or received in respect of or in exchange for any of the Pledgee’s rights Collateral and benefits any additional membership interest in any Borrower hereafter issued to the Guarantor, whether for value paid by the Guarantor or otherwise, to be deposited forthwith with the Lender and be pledged hereunder, in each case accompanied by such instruments of assignment duly executed in blank by the Guarantor as may be required by the Lender. Any such pledged membership interest, property or shares shall upon such pledge be included in the definition of “Collateral”. The Guarantor covenants to not cause any additional membership interests in any Borrower to be issued.
(d) If the Guarantor shall fail to pay any Guarantor Obligations to the Lender as and when required by this Guaranty, such failure shall constitute a default under this Guaranty. The Lender hereby acknowledges and agrees that, notwithstanding any term or provision herein or in any other Transaction Document, any Requirement of Law or otherwise, the Lender shall not sell, assign, transfer or otherwise dispose of or realize upon the Pledged Membership Interest unless and until an Event of Default has occurred under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Loan Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the lossesGuarantor has failed to pay the outstanding Guarantor Obligations in accordance with Section 2(b).
(e) Guarantor hereby subordinates all of its right, interesttitle and interest in and to the Collateral to the Lender until such Collateral is released in accordance with the terms of this Guaranty.
(f) The Guarantor (upon written instruction from the Lender) will, liquidated damagesfrom time to time, compensationauthorize, execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance, and other instruments, and will take such other action as may be deemed necessary by the Lender to grant, maintain, preserve and perfect the interests of the Lender in and to the Collateral and carry out more effectively the purposes hereof. The Guarantor hereby irrevocably authorizes the Lender to file financing statements (including amendments and continuations thereto) that indicate the Collateral as “all assets of the debtor” or words of similar effect.
(g) In connection with any Borrower becoming party to the Loan Agreement after the date hereof pursuant to a Joinder Agreement, the costs for realizing the claimsGuarantor shall authorize, execute and deliver all such supplements, confirmations and amendments hereto, and will take such other actions as may be deemed necessary by the liability Lender to grant, maintain, preserve and perfect the interests of the Lender in and to the Pledged Membership Inerest related to such Borrower and the Collateral and to carry out more effectively the purposes hereof.
(h) The Lender agrees that Party C and/or it will not transfer any Pledged Membership Interest if the Pledgors shall bear effect of such transfer would, to its knowledge, (i) result in case the aggregate number of entire or partial invalidation “beneficial owners” (as defined in Section 3 of the Investment Company Act) of all of the outstanding securities of any of Individual Agreements for any reason. In case Borrower or the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, Borrower Representative to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish exceed 80 or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or (ii) cause any of the Pledgors fails Borrowers or the Borrower Representative to fully perform be deemed an “investment company”, as defined in the Investment Company Act, that is not exempt from the provisions thereof. Any purported transfer or other disposition of any of its obligations under the Individual Agreements upon expiration Pledged Membership Interest in violation of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge foregoing restrictions will be relieved until void and of no effect. The Lender hereby certifies that it represents one “beneficial owner” as defined in Section 3(c)(1) of the foregoing obligations and liability have been fully performed to the Pledgee’s satisfactionInvestment Company Act.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Encore Capital Group Inc)
Pledge. 2.1 The Pledgors pledge Notwithstanding anything to the Pledgee contrary contained herein and subject to Section 2.10, each Lender may make a pledge if its interest in this Agreement, the Note or any other Loan Document (a “Pfandbrief Pledge”) to a trustee, administrator or receiver or their respective nominees, collateral agents or collateral trustees (herein sometimes referred to as a “Pfandbrief Trustee”) without obtaining the security consent of Borrower, Administrative Agent or any other Lender to the Pledgee’s extent such transfer is required by the German Pfandbrief Act or respective regulations in order to create a Pfandbrief using the collateral granted to such Lender under the Loan Documents. A Lender that makes a Pfandbrief Pledge is referred to herein as a “Pledging Lender.” Such Pfandbrief Trustee shall be permitted to fully exercise its rights and benefits under remedies against the Individual Agreements all Pledging Lender (including, but not limited to, foreclosing on the Equity owned by the Pledgors Pledging Lender’s Notes) and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and realize on any and all breachcollateral granted by such Pledging Lender to the Pfandbrief Trustee in accordance with this Section. Any Pfandbrief Pledge or acquisition of the interest of the Pledging Lender pursuant thereto is referred to herein as a “Pfandbrief Transfer,” and the interest of the Pledging Lender that is subject to such Pfandbrief Transfer is referred to herein as a “Pfandbrief-ofTransferred Interest.” As a pre-contract liability condition to Pfandbrief Trustee taking title to the Pfandbrief-Transferred Interest following such exercise of rights and damages remedies under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registrationits Pfandbrief Pledge, the foregoing amount Pfandbrief Trustee shall not diminish or limit any rights or interest that Party A has enter into an assignment and assumption agreement whereby the Pfandbrief Trustee assumes all of the obligations of the Pledging Lender under this Agreement and the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer Loan Documents with respect to the rights for Pfandbrief-Transferred Interest from and after the Pledgee date of such assignment. Any further pledge or assignment following the acquisition of a Pfandbrief-Transferred Interest by the Pfandbrief Trustee, or any acquisition of such interest by any Person other than the Pfandbrief Trustee (each, an “Additional Transfer”), shall be subject to be paid from in priority the money gained from the conversion into money, auction or sale all of the Equity pledged by requirements set forth in this Section 13.12(g) and shall require the Pledgors to prior written consent of Administrative Agent and Borrower in accordance with this Agreement. Neither a Pfandbrief Transfer nor any Additional Transfer (except, in the Pledgee.
2.4 After case of any such Additional Transfer that complies with the terms and provisions of this Agreement takes effect, unless expressly agreed by pursuant to which the Pledgee Pledging Lender (or its successor in writing, interest as the pledge hereunder case may be) would be relieved only released from its obligations accruing from and after Party C and the Pledgors have properly and fully performed all of their obligations under Additional Transfer) shall result in the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any release of the Pledgors fails to fully perform Pledging Lender (or its successor in interest as the case may be) from any of its obligations under the Individual Agreements Loan Documents. Notwithstanding the Pfandbrief Transfer or any Additional Transfer, Administrative Agent, any Lender and Borrower shall each be entitled to deal exclusively with the Pledging Lender as the “Lender” with respect to the Pfandbrief-Transferred Interest (and, accordingly, Administrative Agent, each Lender and Borrower shall be entitled to exclusively rely upon expiration any certification, notice, document, authorization, instruction or other communication (including any thereof by telephone, telecopy, telegram or cable) made or given by the Pledging Lender notwithstanding any contrary or conflicting certification, notice, document, authorization, instruction or other communication made or given by the Pfandbrief Trustee or any other transferee or assignee pursuant to any Additional Transfer, unless such Additional Transfer or assignment is in accordance with the Loan Documents), and the Pledging Lender (and not the Pfandbrief Trustee or any other transferee or assignee) shall have the sole and exclusive right and power to exercise any and all rights of a Lender (whether contractual or otherwise) under, pursuant to or contemplated by this Agreement with respect to the Pfandbrief-Transferred Interest (including, without limitation, the right to grant any and all discretionary approvals, consents and voting rights under this Agreement that relate to the Pfandbrief-Transferred Interest), except (i) in the case of an Additional Transfer that complies with the terms and provisions of this Agreement pursuant to which the Pledging Lender would be released from its obligations accruing from and after the Additional Transfer, the transferee or assignee shall succeed to the rights and powers originally held by the Pledging Lender to exercise any and all approval, consent and voting rights under this Agreement with respect to the Pfandbrief-Transferred Interest; (ii) in case a Sachwalter is appointed for the Pledging Lender by a German court at the request of the period described thereunderFederal Financial Supervisory Authority, then Administrative Agent, any Lender and Borrower (x) following a foreclosure or other exercise of rights under the Pledgors Pfandbrief Pledge, shall still be entitled to deal exclusively with the Pfandbrief Trustee (acting at the direction of such Sachwalter) with respect to any and all approval, consent and voting rights under this Agreement with respect to the Pfandbrief-Transferred Interest (provided that the Pfandbrief-Transferred Interest has not been transferred or assigned pursuant to an Additional transfer which complies with the Pledge Rights hereinterms and provisions of this Agreement pursuant to which the Pledging Lender would be released from its obligations accruing from and after the Additional Transfer) and (y) in all other cases (other than as provided in clause (iii) below), shall be entitled to deal exclusively with the Pledging Lender with respect to any and all approval, consent and voting rights under this Agreement with respect to the Pfandbrief-Transferred Interest (provided that the Pfandbrief-Transferred Interest has not been transferred or assigned pursuant to an Additional Transfer which complies with the terms and provisions of this Agreement pursuant to which the Pledging Lender would be released from its obligations accruing from and after the Additional Transfer); and (iii) in any case where, following a foreclosure, for so long as the pledge will Pfandbrief Trustee holds the Pfandbrief-Transferred Interest but no Sachwalter has yet been appointed, Administrative Agent, any Lender and Borrower shall be relieved until entitled to deal exclusively with the foregoing obligations and liability have been fully performed Pfandbrief Trustee with respect to the Pledgee’s satisfactionPfandbrief-Transferred Interest so foreclosed upon, in connection with any and all approval, consent and voting rights under this Agreement with respect to the Pfandbrief-Transferred Interest, but only to the extent that the Pledging Lender had any such approval, consent or voting rights under the terms of this Agreement. The pledgee or transferee of any interest pursuant to the Pfandbrief Transfer, any foreclosure on the Pfandbrief-Transferred Interest or any Additional Transfer shall be bound by the provisions of this Agreement and the Loan Documents as if it were a “Lender” hereunder or thereunder. No Pfandbrief Transfer, nor any foreclosure on the Pfandbrief-Transferred Interest, nor any Additional Transfer, shall affect or change in any way any of the rights or obligations with respect to the Pfandbrief-Transferred Interest, and the interest acquired by the Pfandbrief Trustee pursuant to the Pfandbrief Transfer, and the interest acquired by any other transferee or assignee pursuant to any Additional Transfer, shall remain subject to all rights, defenses, offsets, claims and counterclaims which Administrative Agent, any Lender or Borrower may have against the Pledging Lender. Without limiting the foregoing, any rights or claims of the Pfandbrief Trustee or any transferee or assignee of the Pfandbrief-Transferred Interest pursuant to any Additional Transfer as against Administrative Agent shall be subject to the same limitations and exculpations as are set forth with respect to the rights and claims of a “Lender” as against Administrative Agent contained in this Agreement. The Pledging Lender shall promptly reimburse Administrative Agent for any and all out-of-pocket costs and expenses incurred by Administrative Agent in connection with any Pfandbrief Transfer or Additional Transfer.
Appears in 1 contract
Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Pledge. 2.1 The Pledgors pledge Pledgor pledges all Equity Interest in Hulian Xincheng held by Party B to Party A as collateral for the Pledgee as the security of the Pledgee’s rights and benefits interests of Party A under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed secured by the equity pledge of the Equity hereunder shall be Obligations, all fees, costs and expenses fees (including legal costsfees) and expenses payable to Party A by Party C Hulian Xincheng and/or the Pledgors, Pledgor and the losses, interest, liquidated damages, compensation, the damages and costs for realizing realization of claims which shall be borne by Xxxxxx Xxxxxxxx and/or the claims, Pledgor under the Agreements and the liability that liabilities of Hulian Xincheng and the Pledgor to Party C and/or the Pledgors shall bear A in case of entire whole or partial invalidation of any of Individual the Agreements for due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer mean the priority right of payment enjoyed by Party A from amounts derived from converting the Equity Interest pledged to Party A by the rights for the Pledgee to be paid from in priority the money gained Pledgor into cash or from the conversion into money, auction or sale of the Equity Interest pledged to Party A by the Pledgors to the PledgeePledgor.
2.4 After this Agreement takes effect, unless Unless expressly agreed otherwise by Party A in writing after the Pledgee in writingeffectiveness of this Agreement, the pledge hereunder may be relieved discharged only after Party C Xxxxxx Xxxxxxxx and the Pledgors have properly and fully Pledgor has duly performed all of their obligations and liabilities under the Individual Agreements and after written confirmation by Party A. If Hulian Xincheng or the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors Pledgor fails to fully perform any all or part of its their obligations or liabilities under the Individual Agreements upon on the expiration of the period described thereunderterm set out in the Agreements, the Pledgors Party A shall still has be entitled to the Pledge Rights herein; and the pledge will be relieved set out hereunder until the foregoing relevant obligations and liability liabilities referred to above have been fully performed to the Pledgeereasonable satisfaction of Party A.
2.5 In the event that the Hulian Xincheng is dissolved or liquidated in accordance with the mandatory requirements of the PRC law, as per the pledgee’s satisfactionrequest, any benefits or interests distributed by the Hulian Xincheng to the Pledgor after the dissolution or liquidation proceedings shall (1) be deposited into the bank account designated by the pledgee or its designees and shall be supervised by the pledgee or its designees to settle the secured debts first; or (2) be granted unconditionally to the pledgee or its designees subject to compliance with the PRC law.
Appears in 1 contract
Pledge.
2.1 The Pledgors pledge all Equity Interest in CHJ held by them to Party A as collateral for the Pledgee as the security of the Pledgee’s rights and benefits interests of Party A under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed secured by the equity pledge of the Equity hereunder shall be Obligations, all fees, costs and expenses fees (including legal costsfees) and expenses payable to Party A by Party C CHJ and/or the Pledgors, Pledgors and the losses, interest, liquidated damages, compensation, the damages and costs for realizing the claims, and the liability that Party C realization of claims which shall be borne by CHJ and/or the Pledgors shall bear under the Agreements and the liabilities of CHJ and the Pledgors to Party A in case of entire whole or partial invalidation of any of Individual the Agreements for due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer mean the priority right of payment enjoyed by Party A from amounts derived from converting the Equity Interest pledged to Party A by the rights for the Pledgee to be paid from in priority the money gained Pledgors into cash or from the conversion into money, auction or sale of the Equity Interest pledged to Party A by the Pledgors to the PledgeePledgors.
2.4 After this Agreement takes effect, unless Unless expressly agreed otherwise by Party A in writing after the Pledgee in writingeffectiveness of this Agreement, the pledge hereunder may be relieved discharged only after Party C CHJ and the Pledgors have properly and fully duly performed all of their obligations and liabilities under the Individual Agreements and the performance thereof has been recognized after written confirmation by the Pledgee in writing. In case Party C A. If CHJ or any of the Pledgors fails fail to fully perform any all or part of its their obligations or liabilities under the Individual Agreements upon on the expiration of the period described thereunderterm set out in the Agreements, the Pledgors Party A shall still has be entitled to the Pledge Rights herein; and the pledge will be relieved set out hereunder until the foregoing relevant obligations and liability liabilities referred to above have been fully performed to the Pledgeereasonable satisfaction of Party A.
2.5 In the event that the CHJ is dissolved or liquidated in accordance with the mandatory requirements of the PRC law, as per the pledgee’s satisfactionrequest, any benefits or interests distributed by the CHJ to the Pledgor after the dissolution or liquidation proceedings shall (1) be deposited into the bank account designated by the pledgee and shall be supervised by the pledgee to settle the secured debts first; or (2) be granted unconditionally to the pledgee subject to compliance with the PRC law.
Appears in 1 contract
Pledge. 2.1 The Pledgors xxxxxxx hereby agrees to pledge the Pledged Equity which it legally owns and has the right to dispose to the Pledgee as pledgee according to this Contract for guaranteeing the security performance of the Pledgee’s rights contractual obligations and benefits under the Individual Agreements all compensation of the secured debt. Party C hereby agrees the xxxxxxx to pledge the Pledged Equity owned to the pledgee according to this Contract. Up to the date of signing this Contract, Xxx Xxxxxx holds 80% of equity of Party C (equal to a registered capital of RMB 8 million) and Xxx Xxx holds 20% of equity of Party C (equal to a registered capital of RMB 2 million).
2.2 During the pledge, unless otherwise prohibited by laws and regulations, the pledgee shall be entitled to receive the bonus and dividend therefrom. Without the prior written consent of the pledgee, the xxxxxxx shall not receive the bonus or dividend from the Pledged Equity. After the individual income tax paid by the Pledgors and xxxxxxx is deducted, the dividends which arise dividend or bonus received by the xxxxxxx from the Pledged Equity during shall, at the effective request of the pledgee, (1) be deposited to the designated account, supervised by the pledgee and used for guaranteeing the contractual obligations; or (2) be unconditionally gifted to the pledgee or any person appointed by the pledgee in the way allowed by the law of the PRC according to the law of the PRC.
2.3 If the right of the pledgee may be harmed due to the obviously reduced value of the Pledged Equity, the xxxxxxx shall provide sufficient guarantees accordingly at the request of the pledgee; if the xxxxxxx fails to provide such guarantees, the pledgee can auction or sell the Pledged Equity in any time on behalf of the xxxxxxx, and pay off the secured debt in advance with the money received from the auction or sales of the equity after negotiating with the xxxxxxx or deposit such money to the notary office of the place where the pledgee locates. In the term of this AgreementContract, the pledgee shall not be responsible for the reduced value of the Pledged Equity and the xxxxxxx shall not be entitled to claim from the pledgee or put forward any requirement in any form, except such case is caused by the intention or gross negligence of the pledgee.
2.2 2.4 The scope guaranteed xxxxxxx can increase capital to Party C only with the prior written consent of the pledgee. The increased capital in Party C’s registered capital due to the capital increase by the pledge of the Equity hereunder xxxxxxx shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register deemed as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreementspledged Equity. The parties further acknowledge that shall sign a pledge agreement on the capital increase and handle with the pledge registration for the purpose increased capital. Party C shall or the xxxxxxx shall promote Party C to register the changed equity pledge in the Register of handling Shareholders of Party C in the day after the Pledged Equity pledge registration, the foregoing amount shall is changed (including but not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer limited to the rights capital increase), apply to the related registration office (defined as below) for handling with the registration for the Pledgee to be paid from variation of equity pledge in priority seven (7) days after the money gained from variation or in the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly period otherwise agreed by the Pledgee parties and then provide the original registration certificate issued by the related equity pledge registration office to the pledgee. For the purpose herein, “Business Day” refers to any day other than Saturday, Sunday and other legal closing days of commercial banks in writingthe PRC.
2.5 If Party C needs to be dissolved or liquidated in accordance with mandatory provisions of the laws of the PRC, the pledge hereunder may be relieved only after Party C and completes the Pledgors have properly and fully performed all of their obligations under dissolution or liquidation procedures in accordance with the Individual Agreements and the performance thereof has been recognized laws, any benefits distributed by the Pledgee in writing. In case xxxxxxx from Party C or any in accordance with the laws shall be, as the pledgee may require, (1) deposited into the designated account of the Pledgors fails pledgee, supervised by the pledgee, and used to fully perform any of its obligations under guarantee contractual obligations; or (2) subject to the Individual Agreements upon expiration law of the period described thereunderPRC, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed unconditionally gifted to the Pledgee’s satisfactionpledgee or the person designated by the pledgee in the way permitted by the laws of the PRC.
Appears in 1 contract
Samples: Equity Pledge Contract (Kingsoft Cloud Holdings LTD)
Pledge. 2.1 The Pledgors pledge Notes of each Series, including the principal thereof and interest and any Carryover Interest thereon, and any Issuer Exchange Payments shall be payable solely from the Trust Estate and secured hereunder solely by (i)(A) the Trust Estate and (B) the Transfer and Sale Agreement, all as provided in this Indenture and (ii) any other assets pledged to secure such Series of Notes under a Supplemental Indenture; PROVIDED, HOWEVER, the Pledgee as Exchange Counterparty in the security Exchange Agreement and the Indenture Trustee, on behalf of the Pledgee’s Exchange Counterparty, herein or in any Supplemental Indenture executed in connection with the Exchange Agreement, shall waive any and all rights and benefits under which the Individual Agreements all the Equity owned Exchange Counterparty may have to receive any amounts realized by the Pledgors Indenture Trustee from foreclosure upon the Trust Estate consisting of its Exchange Agreement and its Exchange Counterparty Guarantee, if any. The Notes of a Series, including the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed principal thereof and interest and any Carryover Interest thereon shall be secured hereunder by the pledge of the Equity Trust Estate and all right, title and interest of the Issuer and Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement granted hereby, by the lien thereon and security interest therein, and by the assignment to the Indenture Trustee of all right, title and interest of the Issuer and each Eligible Lender Trustee in the Trust Estate and the Transfer and Sale Agreement, without priority by reason of number, date, purpose, or otherwise, except as otherwise expressly provided in this Indenture and in the Notes. Senior Issuer Exchange Payments shall be secured hereunder by the pledge of the Trust Estate and all right, title and interest of the Issuer and the Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement granted hereby, by the lien thereon and security interest therein on an equal priority with the payment of interest on Senior Notes, and by the assignment to the Indenture Trustee for the benefit of the Senior Exchange Counterparty of all rights, title and interest of the Issuer and each Eligible Lender Trustee in the Trust Estate and the Transfer and Sale Agreement. Subordinate Issuer Exchange Payments shall be secured hereunder by the pledge of the Trust Estate and all right, title and interest of the Issuer and Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement granted hereby, by the lien thereon and security interest therein on an equal priority with the payment of interest on Subordinate Notes, and by the assignment to the Indenture Trustee for the benefit of the Subordinate Exchange Counterparty of all rights, title and interest of the Issuer and each Eligible Lender Trustee in the Trust Estate and the Transfer and Sale Agreement. Each pledge, lien, security interest and assignment hereunder shall be valid and binding and shall, except as otherwise expressly provided herein, constitute a lien of equal priority and charge on the Trust Estate and all feesright, costs title and interest of the Issuer and Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement from time to time held hereunder for the benefit of the Holders of the Notes of such Series and any Exchange Counterparty (subject to the provisions of this Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions hereof, including, without limitation, (i) the prior rights of the Indenture Trustee to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate, for the payment of the Indenture Trustee's and each Eligible Lender Trustee's fees and expenses hereunder and (including legal costsii) solely with respect to the Holders of any Subordinate Notes and any Subordinate Exchange Counterparty, the prior rights (but solely to the extent provided herein) of the Holders of the Senior Notes and of any Senior Exchange Counterparty, to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate to the full extent provided by law, prior to all other indebtedness payable from or secured by Party C and/or the PledgorsTrust Estate which may hereafter be created or incurred). Pursuant to this Indenture each of the Issuer and each Eligible Lender Trustee has granted to the Indenture Trustee a lien on and security interest in the Trust Estate and all right, title and interest of the Issuer and Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement. Regardless of the time or order of attachment, or the time, order or manner of perfection, or the time or order of filing of financing statements, each of the Holders of Notes of a Series by their purchase thereof, an Exchange Counterparty by execution and delivery of its Exchange Agreement, the Indenture Trustee, on behalf of itself and the Holders of such Series and each Eligible Lender Trustee by their respective execution of this Indenture and any Exchange Agreement, each agrees that each shall have the following relative priority with respect to the lien on and security interest in and rights related to the Trust Estate and the Transfer and Sale Agreement: 37
(i) The Indenture Trustee shall have a first and prior right to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate and all right, title and interest of the Issuer and Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement, as security for the payment of the fees and expenses of the Indenture Trustee and each Eligible Lender Trustee, and any rights that the lossesHolders of the Notes of such Series or an Exchange Counterparty may have to any realization from the Indenture Trustee's lien on or security interest in the Trust Estate and the Transfer and Sale Agreement with respect to the Issuer's obligations under this Indenture with respect to (A) the Notes of each Series and (B) any Exchange Agreement shall be subordinate to such first and prior right; and
(ii) The Holders of Senior Notes and any Senior Exchange Counterparty shall have a second right (but solely to the extent provided herein) to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate and all right, interesttitle and interest of the Issuer and Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement, liquidated damagesas security for the payment and performance of the Issuer's obligations under this Indenture with respect to (A) such Senior Notes and (B) any Senior Exchange Agreement in the manner provided in this Indenture.
(iii) The Holders of Subordinate Notes and any Subordinate Exchange Counterparty shall have a third right to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate and all right, compensationtitle and interest of the Issuer and Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement, as security for the payment and performance of the Issuer's obligations under this Indenture with respect to (A) the Subordinate Notes and (B) any Subordinate Exchange Counterparty in the manner provided in this Indenture. Subject to the priorities established in this Section 5.6 and otherwise in this Indenture, including without limitation, Section 5.5.1 of this Base Indenture and Section 4.02 of the Terms Supplement, a Holder, an Exchange Counterparty, an Eligible Lender Trustee or the Indenture Trustee shall not contest, or join in any contest of, the costs for realizing validity, perfection, priority or enforceability of the claims, lien or security interest in or right with respect to the Trust Estate and the liability that Party C and/or Transfer and Sale Agreement granted or provided for herein. The covenants and agreements herein set forth to be performed by or on behalf of the Pledgors Issuer shall bear in case be for the equal and proportionate benefit, security and protection of entire all Holders of the Notes of each Series and any Exchange Counterparty, without preference, priority or partial invalidation distinction as to payment or security or otherwise of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount Notes of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or such Series over any of the Pledgors fails to fully perform other Notes or over any related Issuer Exchange Payment or any Issuer Exchange Payment over any of its obligations under the Individual Agreements upon expiration Notes or over any other Issuer Exchange Payment for any reason or cause whatsoever, except as expressly provided in this Indenture or the Notes of such Series, and, except as otherwise herein or therein specifically provided, all Notes of such Series and any Issuer Exchange Payment shall be secured equally and ratably hereunder without discrimination or preference whatsoever. No Holder of a Note of a Series shall be required to see that the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed moneys derived from such Series of Notes are applied to the Pledgee’s satisfaction.purpose or purposes for which the Series of Notes was issued. The validity of any Note of a Series shall neither be dependent upon nor affected by
Appears in 1 contract
Pledge. 2.1 The Pledgors hereby pledge their 100% Equity Interest in Party C by them to the Pledgee by means of first priority pledge as guarantee for the security repayment of the Secured Indebtedness. For the avoidance of doubt, the pledged property shall be all of the equity interest in Party C held by the Pledgors, representing RMB 10,000,000.00 of registered capital.
2.2 If any of the following events (each an “Event of Settlement”) occurs, the value of the Secured Indebtedness shall be determined based on the total amount of the Secured Indebtedness that are due, outstanding and payable to the Pledgee immediately prior to or on the date of occurrence of the Event of Settlement (the “Determined Indebtedness”):
(a) The Consulting Service Agreement expires or is terminated in accordance with the relevant provisions thereunder;
(b) The occurrence and failure to resolve an Event of Default set forth in Article 7 hereof, as a result of which the Pledgee gives a Notice of Default to the relevant Pledgor(s) in accordance with Article 7.3;
(c) Upon due inquiry, the Pledgee reasonably determines that the Pledgors and/or Party C is insolvent or could potentially be made insolvent; or
(d) Any other event that requires the determination of the Secured Indebtedness in accordance with the relevant laws of the PRC.
2.3 For the avoidance of doubt, the date on which an Event of Settlement occurs shall be the settlement date (the “Settlement Date”). The Pledgee shall have the right, at its option, to realize the Pledge Right in accordance with Article 8 on or after the Settlement Date.
2.4 During the Term of Pledge (as defined below), the Pledgee is entitled to receive any dividends or other distributable benefits with respect to the Equity Interest. Without the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunderprior written consent, the Pledgors shall still has not receive dividends distributed on the Pledge Rights herein; and Equity Interest.
2.5 The Pledgors may subscribe for capital increase in Party C with the pledge will be relieved until the foregoing obligations and liability have been fully performed to prior written consent of the Pledgee’s satisfaction. Any equity interest obtained by the Pledgors as a result of any capital increase in Party C by them shall also be deemed as Equity Interest.
Appears in 1 contract
Samples: Equity Pledge Agreement (Yubo International Biotech LTD)
Pledge. 2.1 The Pledgors pledge As security for immediate and full performance of the Contractual Obligations and repayment of the Secured Debt by Pledgor and Party C, Pledgor hereby pledges its equity of Party C (including the registered capital (contribution amount) of Party C currently owned by Pledgor and all equity interests related thereto, and further registered capital of Party C (contribution amount) that Pledgor may obtain in the future and all equity interests related thereto) (“Equity”) to the Pledgee as first priority pledge. On the security date hereof, the equity pledged by Party B shall be 100% equity of Party C held by it, the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends corresponding contribution amount of which arise from the Equity during the effective term shall be 100% registered capital of this AgreementParty C, that is, CNY10 million.
2.2 The scope guaranteed by Parties understand and agree that the pledge monetary valuation arising out of or in connection with the Equity hereunder Secured Debt until the Accounting Date (as defined below) shall be all fees, costs changing and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in floating valuation.
2.3 In case of entire or partial invalidation of any of Individual Agreements the following events (“Accounting Event”), the value of the Secured Debt shall be determined per the total payable Secured Debt due but unpaid to Pledgee on the latest date before the occurrence of the Accounting Event or the occurrence date thereof (“Determined Debt”):
(1) Where any Control Document expires or terminates pursuant to its relevant terms;
(2) Where a Default Event set forth in Article 7 hereof occurs and has not been cured, causing Pledgee to serve a Default Notice to Pledgor in accordance with Article 7.3 hereof;
(3) Pledgee, upon proper investigation, reasonably believe that Pledgor and/or Party C is insolvent or may be put in insolvency; or
(4) Any other matter as required by the PRC laws to determine the Secured Debt.
2.4 For the avoidance of doubt, the occurrence date of Accounting Event shall be the accounting date (“Accounting Date”). Pledgee shall be entitled to realize the Pledge at its option on or after the Accounting Date in accordance with Article 8 hereof.
2.5 Within the Pledge Term, Pledgee shall be entitled to collect the dividend or bonus arising from the Equity. Pledgor may not be distributed with dividend or bonus with respect to the Equity unless with prior written consent of Pledgee. The dividend or bonus distributed to Pledgor shall, upon deduction of the individual income tax paid by Pledgor, at the request of Pledgee, (1) be deposited into an account designated by Pledgee and subject to the supervision of Pledgee, and be used for any reasonsecuring the Contractual Obligations and first repaying the Secured Debt; or (2) subject to PRC laws, be unconditionally gifted to Pledgee or a person designated by Pledgee.
2.6 Pledgor may not increase capital of Party C unless with prior written consent of Pledgee. In case the competent industrial and commercial administration expressly requires a definite The additional contribution amount of Pledgor in the guaranteed claims during the handling registered capital of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, company due to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount its capital increase shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to also be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged hereunder.
2.7 Where Party C shall be dissolved or liquidated as required by mandatory PRC laws, any proceeds as distributed to Pledgor from Party C upon lawful completion of such dissolution or liquidation proceeding of Party C shall, at the Pledgors request of Pledgee, (1) be deposited into an account designated by Pledgee and subject to the supervision of Pledgee, and be used for securing the Contractual Obligations and first repaying the Secured Debt; or (2) subject to PRC laws, be unconditionally gifted to Pledgee or a person designated by Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 1 contract
Samples: Equity Pledge Contract (X Financial)
Pledge. 2.1 The Pledgors pledge Notes of each Series, including the principal thereof and interest and any Carryover Interest thereon, and any Issuer Exchange Payments shall be payable solely from and secured hereunder solely by (i) the Trust Estate as provided in this Indenture and (ii) any other assets pledged to secure such Series of Notes under a Supplemental Indenture; PROVIDED, HOWEVER, the Pledgee as Exchange Counterparty in the security Exchange Agreement and the Indenture Trustee, on behalf of the Pledgee’s Exchange Counterparty, herein or in any Supplemental Indenture executed in connection with the Exchange Agreement, shall waive any and all rights and benefits under which the Individual Agreements all the Equity owned Exchange Counterparty may have to receive any amounts realized by the Pledgors Indenture Trustee from foreclosure upon the Trust Estate consisting of its Exchange Agreement and its Exchange Counterparty Guarantee, if any. The Notes of a Series, including the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed principal thereof and interest and any Carryover Interest thereon shall be secured hereunder by the pledge of the Equity Trust Estate granted hereby, by the lien thereon and security interest therein, and by the assignment to the Indenture Trustee of all right, title and interest of the Issuer and each Eligible Lender Trustee in the Trust Estate, without priority by reason of number, date, purpose, or otherwise, except as otherwise expressly provided in this Indenture and in the Notes. Senior Issuer Exchange Payments shall be secured hereunder by the pledge of the Trust Estate granted hereby, by the lien thereon and security interest therein on an equal priority with the payment of interest on Senior Notes, and by the assignment to the Indenture Trustee for the benefit of the Senior Exchange Counterparty of all rights, title and interest of the Issuer and each Eligible Lender Trustee in the Trust Estate. Subordinate Issuer Exchange Payments shall be secured hereunder by the pledge of the Trust Estate granted hereby, by the lien thereon and security interest therein on an equal priority with the payment of interest on Subordinate Notes, and by the assignment to the Indenture Trustee for the benefit of the Subordinate Exchange Counterparty of all rights, title and interest of the Issuer and each Eligible Lender Trustee in the Trust Estate. Each pledge, lien, security interest and assignment hereunder shall be all feesvalid and binding and shall, costs except as otherwise expressly provided herein, constitute a lien of equal priority and charge on the Trust Estate from time to time held hereunder for the benefit of the Holders of the Notes of such Series and any Exchange Counterparty (subject to the provisions of this Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions hereof, including, without limitation, (i) the prior rights of the Indenture Trustee to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate, for the payment of the Indenture Trustee's and each Eligible Lender Trustee's fees and expenses hereunder and (including legal costsii) solely with respect to the Holders of any Subordinate Notes and any Subordinate Exchange Counterparty, the prior rights of the Holders of the Senior Notes and of any Senior Exchange Counterparty, to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate to the full extent provided by law, prior to all other indebtedness payable from or secured by Party C and/or the PledgorsTrust Estate which may hereafter be created or incurred). Pursuant to this Indenture each of the Issuer and each Eligible Lender Trustee has granted to the Indenture Trustee a lien on and security interest in the Trust Estate. Regardless of the time or order of attachment, or the time, order or manner of perfection, or the time or order of filing of financing statements, each of the Holders of Notes of a Series by their purchase thereof, an Exchange Counterparty by execution and delivery of its Exchange Agreement, the Indenture Trustee, on behalf of itself and the Holders of such Series and each Eligible Lender Trustee by their respective execution of this Indenture and any Exchange Agreement, each agrees that each shall have the following relative priority with respect to the lien on and security interest in and rights related to the Trust Estate:
(i) The Indenture Trustee shall have a first and prior right to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate, as security for the payment of the fees and expenses of the Indenture Trustee and each Eligible Lender Trustee, and any rights that the Holders of the Notes of such Series or an Exchange Counterparty may have to any realization from the Indenture Trustee's lien on or security interest in the Trust Estate with respect to the Issuer's obligations under this Indenture with respect to (A) the Notes of each Series and (B) any Exchange Agreement shall be subordinate to such first and prior right; and
(ii) The Holders of Senior Notes and any Senior Exchange Counterparty shall have a second right to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate, as security for the payment and performance of the Issuer's obligations under this Indenture with respect to (A) such Senior Notes and (B) any Senior Exchange Agreement in the manner provided in this Indenture.
(iii) The Holders of Subordinate Notes and any Subordinate Exchange Counterparty shall have a third right to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate, as security for the payment and performance of the Issuer's obligations under this Indenture with respect to (A) the Subordinate Notes and (B) any Subordinate Exchange Counterparty in the manner provided in this Indenture. Subject to the priorities established in this Section 5.6, a Holder, an Exchange Counterparty, an Eligible Lender Trustee or the Indenture Trustee shall not contest, or join in any contest of, the validity, perfection, priority or enforceability of the lien or security interest in or right with respect to the Trust Estate granted or provided for herein. The covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal and proportionate benefit, security and protection of all Holders of the Notes of each Series and any Exchange Counterparty, without preference, priority or distinction as to payment or security or otherwise of any of the Notes of such Series over any of the other Notes or over any related Issuer Exchange Payment or any Issuer Exchange Payment over any of the Notes or over any other Issuer Exchange Payment for any reason or cause whatsoever, except as expressly provided in this Indenture or the Notes of such Series, and, except as otherwise herein or therein specifically provided, all Notes of such Series and any Issuer Exchange Payment shall be secured equally and ratably hereunder without discrimination or preference whatsoever. No Holder of a Note of a Series shall be required to see that the moneys derived from such Series of Notes are applied to the purpose or purposes for which the Series of Notes was issued. The validity of any Note of a Series shall neither be dependent upon nor affected by the validity or regularity of any proceedings or contracts relating to the Program nor the use and application of the proceeds of the Notes of such Series. Nothing in this Section 5.6 or in this Indenture shall prevent or be construed to prevent any Supplemental Indenture from pledging or otherwise providing, or the Issuer from providing, in addition to the security given or intended to be given by this Indenture, additional security for the benefit of any Series of Notes or any portion thereof or for the benefit of any Issuer Exchange Payment. The pledges of, liens on and security interests in, and assignments to the Indenture Trustee of the Trust Estate made hereby include any contract or any evidence of indebtedness or other rights of the Issuer to receive any of the same, whether now existing or hereafter coming into existence, and whether now or hereafter acquired, and the lossesproceeds thereof, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, with respect to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration Trust Estate, including, without limitation, all rights of the period described Issuer or the Eligible Lender Trustees in and under all Financed Student Loans, all Contracts of Guarantee guaranteeing Financed Student Loans, any Exchange Agreement, any Exchange Counterparty Guarantee, all Purchase Agreements (including all rights of the Issuer to the warranties of each Seller thereunder), the Pledgors shall still has the Pledge Rights herein; Master Servicing Agreement and the pledge will be relieved until Servicing Agreements (including all rights of the foregoing obligations and liability have been fully performed Issuer to the Pledgee’s satisfactionwarranties of each Servicer thereunder).
Appears in 1 contract
Pledge. 2.1 The Pledgors shall pledge all the Shares Equities to Yitongtianxia as security for all the Pledgee as the security of the Pledgee’s rights and benefits interests of Yitongtianxia under the Individual Agreements all the Equity owned Restructuring Agreements. The security provided by the Pledgors equity pledge under this Agreement shall cover all fees payable by Yingzheng and the dividends which arise from Pledgors to Yitongtianxia under the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses Restructuring Agreements (including legal costs) payable by Party C and/or the Pledgorsfees), and the all expenses, losses, interestinterests, liquidated damages, compensation, the compensations and costs incurred to realize creditor’s rights for realizing the claims, which Yingzheng and the liability that Party C and/or the Pledgors shall bear be liable, and all liabilities assumed by Yingzheng and the Pledgors for Yitongtianxia in case of entire or partial invalidation of the event any of Individual the Restructuring Agreements for fails to be implemented due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount The right of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder Agreement shall refer to the rights for owned by Yitongtianxia to have the Pledgee to be paid priority over repayment with the proceeds obtained from in priority the money gained from the conversion into money, selling at a discount or by auction or sale of selling off the Equity Shares pledged to Yitongtianxia by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly Pledgors. Unless otherwise agreed by Yitongtianxia in writing after the Pledgee in writingexecution of this Agreement, subject to Yitongtianxia’s written consent, the pledge hereunder may under this Agreement shall only be relieved only after Party C released when Yingzheng and the Pledgors have properly and fully duly performed all of their obligations and responsibilities under the Individual Restructuring Agreements and or Yitongtianxia has obtained all the performance thereof has been recognized by the Pledgee in writingEquity Shares. In case Party C or any of If Yingzheng and/or the Pledgors fails fail to fully perform all or any part of its their obligations or responsibilities under the Individual such Restructuring Agreements upon expiration the expiry of such term as provided by the period described thereunderRestructuring Agreements, Yitongtianxia shall retain the Pledgors shall still has the Pledge Rights herein; and the right of pledge will be relieved provided by this Agreement until when the foregoing relevant obligations and liability have been responsibilities are fully performed to the Pledgee’s satisfactionperformed.
Appears in 1 contract
Samples: Equity Pledge Agreement (China Mobile Games & Entertainment Group LTD)
Pledge. 2.1 The Pledgors shall pledge all the Shares Equities to Party A as security for all the Pledgee as the security of the Pledgee’s rights and benefits interests of Party A under the Individual Agreements all the Equity owned Restructuring Agreements. The security provided by the Pledgors equity pledge under this Agreement shall cover all fees payable by Lanyue and the dividends which arise from Pledgors to Party A under the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses Restructuring Agreements (including legal costs) payable by Party C and/or the Pledgorsfees), and the all expenses, losses, interestinterests, liquidated damages, compensation, the compensations and costs incurred to realize creditor’s rights for realizing the claims, which Lanyue and the liability that Party C and/or the Pledgors shall bear be liable, and all liabilities assumed by Lanyue and the Pledgors for Party A in case of entire or partial invalidation of the event any of Individual the Restructuring Agreements for fails to be implemented due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount The right of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder Agreement shall refer to the rights for owned by Party A to have the Pledgee to be paid priority over repayment with the proceeds obtained from in priority the money gained from the conversion into money, selling at a discount or by auction or sale of selling off the Equity Shares pledged to Party A by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly Pledgors. Unless otherwise agreed by Party A in writing after the Pledgee in writingexecution of this Agreement, subject to Party A’s written consent, the pledge hereunder may under this Agreement shall only be relieved only after Party C released when Lanyue and the Pledgors have properly and fully duly performed all of their obligations and responsibilities under the Individual Restructuring Agreements and or Party A has obtained all the performance thereof has been recognized by the Pledgee in writingEquity Shares. In case Party C or any of If Lanyue and/or the Pledgors fails fail to fully perform all or any part of its their obligations or responsibilities under the Individual such Restructuring Agreements upon expiration the expiry of such term as provided by the period described thereunderRestructuring Agreements, Party A shall retain the Pledgors shall still has the Pledge Rights herein; and the right of pledge will be relieved provided by this Agreement until when the foregoing relevant obligations and liability have been responsibilities are fully performed to the Pledgee’s satisfactionperformed.
Appears in 1 contract
Samples: Equity Pledge Agreement (China Mobile Games & Entertainment Group LTD)
Pledge. 2.1 The Pledgors 1.1 Party B agrees to pledge 100% of the Pledged Share, which it legally owns and has the right to dispose of, to Party A according to the Pledgee provisions hereof as the security for the performance of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors Principal Contracts listed on Annex 1 and the dividends which arise from repayment of the Guaranteed Liabilities. Party C hereby agrees that Party B, who legally hold equity interest in it, to pledge the Pledged Shares to Party A according to the provisions hereof.
1.2 Party B hereby undertake that they will be responsible for, recording the arrangement of the equity pledge hereunder (hereinafter, the “Equity during Pledge”) on the effective shareholder register of Party C on the date hereof, and will use their best efforts to register with registration authorities of industry and commerce where Party C registers if required by applicable regulations. Party C undertakes that it will use its best efforts to cooperate with Party B to complete the registration with authorities of industry and commerce under this Article.
1.3 Party A shall be deemed to have created the encumbrance of first order in priority on the Pledged Shares, and in case of any breach of the Principal Contracts or failure to satisfy the Guaranteed Obligations, Party A shall have the right to dispose of the Pledged Shares as provided in Article 3 hereof.
1.4 During the term of this Agreement, except for the willful misconduct of Party A which has directly causes the reduction in value of the Pledged Shares, Party A shall not be liable in any way to, nor shall Party B or Party C has any right to claim in any way or propose any demands on Party A, in respect of the said reduction in value of the Pledged Shares.
2.2 1.5 Only upon prior consent by Party A, Party B may be able to receive dividends or share profits from the Pledged Shares. The scope guaranteed dividends or the profits received by Party B from the pledge of the Equity hereunder Pledged Shares shall be all fees, costs and expenses (including legal costs) payable deposited into the bank account designated by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registrationA, to register be under the supervision of Party A and used as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer Pledged Shares to the rights for the Pledgee to be paid from repay in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the PledgeeGuaranteed Liabilities.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 1 contract
Samples: Equity Pledge Agreement (Xiangtian (Usa) Air Power Co., Ltd.)
Pledge. 2.1 The Pledgors Xx Xxxxxxx, the Pledgor, pledge to the Pledgee 18.0556% of the equity (i.e. RMB11,235,955) held by the Pledgor in Party C and the dividends accruing from such equity during the term of the Agreement as the security guarantee for (i) the performance of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by obligations of the Pledgors and Party C under each agreement and (ii) the dividends which arise from expenses incurred by the Equity during Pledgee in exercising its rights hereunder. The obligations set forth above are collectively referred to as the effective term “Guarantee Obligations”. The maximum amount of this Agreementsecured claims is RMB11,235,955.
2.2 The guarantee scope guaranteed by the pledge of the Equity hereunder equity pledge under the Agreement shall be all feesof the Guarantee Obligations, costs and expenses including but not limited to all fees (including legal costsfees) payable by Party C and/or the Pledgors to the Pledgee under each Agreement, the service fees payable by Party C to the Pledgee under the Exclusive Option Agreement, the losses caused to Party A due to the default of Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensationindemnity, the costs for of realizing the claims, and the liability that of Party C and/or the Pledgors shall bear to the Pledgee in case of entire the event that each agreement becomes invalidated in whole or partial invalidation of any of Individual Agreements in part for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall under this Agreement refer to the rights for of the Pledgee to be paid first receive the service fees, liquidated damages, indemnities, penalties and other forms of payments due to the Pledgee under each agreement in connection with the execution of the pledge of the pledged equity, and to first receive the proceeds from in priority the money gained from the conversion into moneydiscounting, auction or sale of the Equity equity pledged by the Pledgors to the Pledgee.
2.4 After this the Agreement takes comes into effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may under the Agreement shall not be relieved only after removed until Party C and the Pledgors have properly and fully duly performed all of their obligations under the Individual Agreements each agreement and the performance thereof Pledgee has been recognized by approved them in writing, unless the Pledgee has expressly agreed in writing. In case If Party C or any of the Pledgors fails to have not fully perform performed all or any part of its their obligations under each agreement by the Individual Agreements upon expiration of the period described thereunderspecified therein, the Pledgors Pledgee shall still has continue to have the Pledge Rights herein; and the pledge will be relieved provided herein until the foregoing such obligations and liability liabilities have been fully performed to the reasonable satisfaction of the Pledgee’s satisfaction, and then the pledge hereunder shall be removed.
Appears in 1 contract
Samples: Equity Interest Pledge Agreement (YXT.COM GROUP HOLDING LTD)
Pledge. 2.1 The Pledgors As security for the due and punctual payment of all Security Trustee Secured Liabilities, the CBC hereby undertakes to pledge or, as the case may be, to pledge in advance (bij voorbaat) on each Transfer Date the relevant Mortgage Receivables and the Beneficiary Rights relating thereto to the Pledgee as the security Security Trustee, by signing a Deed of the Pledgee’s rights Sale, Assignment and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementPledge. The Security Trustee hereby undertakes to accept each such pledge.
2.2 The scope guaranteed by creation of the right of pledge of the Equity hereunder Mortgage Receivables and the Beneficiary Rights relating thereto, if any, shall be all feesperfected by the CBC as soon as possible after execution of each Deed of Sale, costs Assignment and expenses Pledge, as follows:
(including legal costsa) payable by Party C and/or way of registration within three (3) Business Days of each Deed of Sale, Assignment and Pledge and, as the Pledgorscase may be, any documents supplemental or incidental thereto with the relevant division of the Dutch tax authorities; or
(b) by way of a notarial deed incorporating such Deed of Sale, Assignment and Pledge and, as the case may be, any documents supplemental or incidental thereto, and the lossesCBC hereby also irrevocably authorises the Security Trustee to register each Deed of Sale, interest, liquidated damages, compensation, Assignment and Pledge and any other documents referred to above or to have the costs for realizing the claims, same recorded in a notarial deed and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount to act on behalf of the guaranteed claims during CBC on the handling occasion of the Equity pledge registration process, the parties hereto agree, for the sole purpose execution of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreementsuch notarial deed.
2.3 The Pledge Rights hereunder shall refer If and to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale extent (i) no valid right of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until created under any Deed of Sale, Assignment and Pledge in respect of (any of) the foregoing obligations Mortgage Receivables and liability have the Beneficiary Rights relating thereto and/or (ii) the CBC has been fully performed appointed as beneficiary under the Life Insurance Policies and the Savings Insurance Policies, the CBC hereby unconditionally undertakes to pledge the Pledgee’s satisfactionMortgage Receivables and the Beneficiary Rights relating thereto and/or any rights resulting from its appointment as beneficiary under the Life Insurance Policies and the Savings Insurance Policies as soon as they become available for pledging, by way of supplemental deeds or other instruments in writing on the same or similar terms to this Agreement, which undertaking the Security Trustee hereby accepts.
Appears in 1 contract
Pledge.
2.1 The Pledgors pledge all Equity Interest in Xindian Information held by them to Party A as collateral for the Pledgee as the security of the Pledgee’s rights and benefits interests of Party A under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed secured by the equity pledge of the Equity hereunder shall be Obligations, all fees, costs and expenses fees (including legal costsfees) and expenses payable to Party A by Party C Xindian Information and/or the Pledgors, Pledgors and the losses, interest, liquidated damages, compensation, the damages and costs for realizing the claims, and the liability that Party C realization of claims which shall be borne by Xindian Information and/or the Pledgors shall bear under the Agreements and the liabilities of Xindian Information and the Pledgors to Party A in case of entire whole or partial invalidation of any of Individual the Agreements for due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer mean the priority right of payment enjoyed by Party A from amounts derived from converting the Equity Interest pledged to Party A by the rights for the Pledgee to be paid from in priority the money gained Pledgors into cash or from the conversion into money, auction or sale of the Equity Interest pledged to Party A by the Pledgors to the PledgeePledgors.
2.4 After this Agreement takes effect, unless Unless expressly agreed otherwise by Party A in writing after the Pledgee in writingeffectiveness of this Agreement, the pledge hereunder may be relieved discharged only after Party C Xindian Information and the Pledgors have properly and fully duly performed all of their obligations and liabilities under the Individual Agreements and the performance thereof has been recognized after written confirmation by the Pledgee in writing. In case Party C A. If Xindian Information or any of the Pledgors fails fail to fully perform any all or part of its their obligations or liabilities under the Individual Agreements upon on the expiration of the period described thereunderterm set out in the Agreements, the Pledgors Party A shall still has be entitled to the Pledge Rights herein; and the pledge will be relieved set out hereunder until the foregoing relevant obligations and liability liabilities referred to above have been fully performed to the Pledgeereasonable satisfaction of Party A.
2.5 In the event that the Xindian Information is dissolved or liquidated in accordance with the mandatory requirements of the PRC law, as per the pledgee’s satisfaction.request, any benefits or interests distributed by the Xindian Information to the Pledgor after the dissolution or liquidation proceedings shall (1) be deposited into the bank account designated by the pledgee and shall be supervised by the pledgee to settle the secured debts first; or (2) be granted to the pledgee subject to compliance with the PRC law.
Appears in 1 contract
Pledge.
2.1 The Pledgors pledge all Equity Interest in CHJ held by them to Party A as collateral for the Pledgee as the security of the Pledgee’s rights and benefits interests of Party A under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed secured by the equity pledge of the Equity hereunder shall be Obligations, all fees, costs and expenses fees (including legal costsfees) and expenses payable to Party A by Party C CHJ and/or the Pledgors, Pledgors and the losses, interest, liquidated damages, compensation, the damages and costs for realizing the claims, and the liability that Party C realization of claims which shall be borne by CHJ and/or the Pledgors shall bear under the Agreements and the liabilities of CHJ and the Pledgors to Party A in case of entire whole or partial invalidation of any of Individual the Agreements for due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer mean the priority right of payment enjoyed by Party A from amounts derived from converting the Equity Interest pledged to Party A by the rights for the Pledgee to be paid from in priority the money gained Pledgors into cash or from the conversion into money, auction or sale of the Equity Interest pledged to Party A by the Pledgors to the PledgeePledgors.
2.4 After this Agreement takes effect, unless Unless expressly agreed otherwise by Party A in writing after the Pledgee in writingeffectiveness of this Agreement, the pledge hereunder may be relieved discharged only after Party C CHJ and the Pledgors have properly and fully duly performed all of their obligations and liabilities under the Individual Agreements and the performance thereof has been recognized after written confirmation by the Pledgee in writing. In case Party C A. If CHJ or any of the Pledgors fails fail to fully perform any all or part of its their obligations or liabilities under the Individual Agreements upon on the expiration of the period described thereunderterm set out in the Agreements, the Pledgors Party A shall still has be entitled to the Pledge Rights herein; and the pledge will be relieved set out hereunder until the foregoing relevant obligations and liability liabilities referred to above have been fully performed to the Pledgeereasonable satisfaction of Party A.
2.5 In the event that the CHJ is dissolved or liquidated in accordance with the mandatory requirements of the PRC law, as per the pledgee’s satisfaction.request, any benefits or interests distributed by the CHJ to the Pledgor after the dissolution or liquidation proceedings shall (1) be deposited into the bank account designated by the pledgee and shall be supervised by the pledgee to settle the secured debts first; or (2) be granted unconditionally to the pledgee subject to compliance with the PRC law.
Appears in 1 contract
Pledge.
2.1 The Pledgors pledge all Equity Interest in VNET Technology held by them to Party A as collateral for the Pledgee as the security of the Pledgee’s rights and benefits interests of Party A under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementAgreements.
2.2 The scope guaranteed secured by the equity pledge of the Equity hereunder shall be Obligations, all fees, costs and expenses fees (including legal costsfees) and expenses payable to Party A by Party C VNET Technology and/or the Pledgors, Pledgors and the losses, interest, liquidated damages, compensation, the damages and costs for realizing the claims, and the liability that Party C realization of claims which shall be borne by VNET Technology and/or the Pledgors shall bear under the Agreements and the liabilities of VNET Technology and the Pledgors to Party A in case of entire whole or partial invalidation of any of Individual the Agreements for due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer mean the priority right of payment enjoyed by Party A from amounts derived from converting the Equity Interest pledged to Party A by the rights for the Pledgee to be paid from in priority the money gained Pledgors into cash or from the conversion into money, auction or sale of the Equity Interest pledged to Party A by the Pledgors to the PledgeePledgors.
2.4 After this Agreement takes effect, unless Unless expressly agreed otherwise by Party A in writing after the Pledgee in writingeffectiveness of this Agreement, the pledge hereunder may be relieved discharged only after Party C VNET Technology and the Pledgors have properly and fully duly performed all of their obligations and liabilities under the Individual Agreements and the performance thereof has been recognized after written confirmation by the Pledgee in writing. In case Party C A. If VNET Technology or any of the Pledgors fails fail to fully perform any all or part of its their obligations or liabilities under the Individual Agreements upon on the expiration of the period described thereunderterm set out in the Agreements, the Pledgors Party A shall still has be entitled to the Pledge Rights herein; and the pledge will be relieved set out hereunder until the foregoing relevant obligations and liability liabilities referred to above have been fully performed to the Pledgeereasonable satisfaction of Party A.
2.5 In the event that the VNET Technology is dissolved or liquidated in accordance with the mandatory requirements of the PRC law, as per the pledgee’s satisfaction.request, any benefits or interests distributed by the VNET Technology to the Pledgors after the dissolution or liquidation proceedings shall (1) be deposited into the bank account designated by the pledgee or its designees and shall be supervised by the pledgee or its designees to settle the secured debts first; or (2) be granted unconditionally to the pledgee or its designees subject to compliance with the PRC law.
Appears in 1 contract
Pledge. 2.1 The Pledgors pledge to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity interest pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity interest pledge registration, to register RMB1,985,626.00 and any and all breach of contract liability and damages under the related agreements as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreementsAgreements. The parties further acknowledge that for the purpose of handling the Equity interest pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
Appears in 1 contract
Samples: Equity Interest Pledge Agreement (Sunlands Online Education Group)
Pledge. 2.1 The Pledgors pledge Notes, including the principal thereof and interest thereon, shall be limited obligations of the Corporation specifically secured by the Trust Estate as provided in the Granting Clauses hereof. Financed Student Loans assigned to the Pledgee as applicable Guarantee Agency in connection with default claims, contemporaneously with receipt by the security Trustee of the Pledgee’s purchase price thereof (where applicable) in freely transferable funds, no longer shall be pledged to nor serve as security for the principal of and interest on the Notes. Moneys paid out to the Corporation as Administrative Allowances and moneys released to the Corporation pursuant to Section 5.5 hereof, and other moneys applied as herein provided shall, upon such payment, release, or application, no longer be pledged to nor serve as security for the principal of and interest on the Notes. The Corporation pledges and agrees with the Holders of the Notes that the Corporation will not limit or alter its powers to fulfill the terms of any agreements made in this Indenture or in any Notes or in any way impair the rights and benefits under remedies of the Individual Agreements Holders of the Notes until the Notes, together with interest thereon, including interest on any unpaid installments of interest, and all costs and expenses in connection with any action or proceeding by or on behalf of the Equity owned Holders, are fully met and discharged. The Notes, including the principal thereof and interest thereon, shall be secured hereunder by the Pledgors Trust Estate hereby made, and by a lien thereon, subject to the priorities expressly provided herein. The pledge in the Granting Clauses hereof shall constitute a prior and paramount lien and charge on the Trust Estate from time to time held hereunder (subject only to the valid exercise of the constitutional powers of the United States of America, valid bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights, and to the provisions of this Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions hereof), over and ahead of any claims (whether in tort, contract or otherwise irrespective of whether the parties possessing such claims have notice of the foregoing pledges or charges), encumbrances or obligations of any nature hereafter arising or incurred, and over and ahead of all other indebtedness payable from or secured by such assets and revenues which may hereafter be created or incurred. The pledge of the Trust Estate made herein and hereby shall be valid and binding from the time of the delivery of and payment for the Notes issued hereunder, and the dividends Trust Estate shall thereupon be immediately subject to the lien, pledge and charge hereof upon receipt thereof by the Corporation, SLFC or any Lender, Transferor, Servicer, Trustee or Paying Agent, or any agent thereof, without any physical delivery or segregation thereof or further act. No Noteholder shall be required to see that the moneys derived from any Note are applied to the purpose or purposes for which arise from the Equity during Note is issued. The validity of the effective term Notes shall neither be dependent upon nor affected by the validity or regularity of this Agreement.
2.2 any proceedings or contracts relating to the Program, nor the use and application of the proceeds of such Notes. The scope guaranteed by pledge of the Financed Student Loans and other assets and revenues made hereby includes the pledge of any contract or any evidence of indebtedness or other rights of the Equity hereunder shall be all feesCorporation to receive any of the same, costs whether now existing or hereafter coming into existence, and expenses (including legal costs) payable by Party C and/or the Pledgorswhether now or hereafter acquired, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreementproceeds thereof.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
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Pledge. 2.1 The Pledgors Pledgor hereby undertakes to the Pledgee (for the avoidance of doubt, in its capacity as security trustee) the due and punctual payment of all the Secured Indebtedness.
2.2 The Pledgor hereby pledges to the Pledgee, which accepts, the Accounts together with all monies deposited therein and all balances as of this date or at any date hereafter lying in the Accounts and all related rights , as security for the due and punctual payment of the Secured Indebtedness. It is agreed that each time a deposit is made into the Accounts, the Pledgor is doing so subject to the terms of this Agreement and is thereby confirming this pledge. The parties are entering into this Agreement to regulate the said pledge.
2.3 In constitution of the said pledge the Pledgor is placing the Accounts under the full control of the Pledgee and accordingly the Pledgor undertakes to execute and deliver to the Bank a notice of the pledge in the form of Schedule 1 hereto and procure the acknowledgement in writing of the pledge by the Bank in the form of Schedule 2 hereto.
2.4 During the currency of this Pledge Agreement, any banking mandate given to the Bank is suspended to the extent stated herein.
2.5 It is expressly agreed that this pledge is being granted to the Pledgee as security for the Secured Indebtedness as well as security for any future indebtedness of the Pledgee’s rights Pledgor and benefits under other Obligors to the Individual Agreements all Secured Parties, whether as a principal debtor or by way of guarantee.
2.6 This pledge confers upon the Equity owned Pledgee the right to obtain payment out of the Accounts with privilege over other creditors as provided by the Pledgors and Civil Code (Chapter 16 of the dividends Laws of Malta) in virtue of the special privilege accorded by law under Article 2009(a) of the said Code as well as the right of retention over the said Accounts which arise from entitles the Equity during Pledgee to retain the effective term benefits of this Agreement.
2.2 The scope guaranteed by Agreement until such time as the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite full amount of the guaranteed claims during Secured Indebtedness shall have been paid.
2.7 The Secured Indebtedness shall also include all and any fees and/or expenses which the handling Pledgee and the Secured Parties may hereafter incur in the protection or enforcement of its security hereunder.
2.8 The Pledgee holds the benefit of this Agreement on trust for itself and the Secured Parties in accordance with the provisions of the Equity pledge registration process, the parties hereto agree, for the sole purpose Declaration of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge AgreementTrust.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
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Samples: Pledge Agreement
Pledge. 2.1 The Pledgors Pledgor agrees to irrevocably pledge to the Pledgee 100% of the equity held by it in Shanghai Zhiyan Yunwei Technology Co., Ltd. (including any dividends paid for such equity) as a guarantee for the performance of all the obligations under the Master Agreements by the Pledgor and Shanghai Zhiyan Yunwei Technology Co., Ltd. (hereinafter referred to as the security of “Pledge”). The Pledge Right refers to the Pledgee’s rights and benefits under right to be reimbursed in priority with the Individual Agreements all price of the Pledged Equity owned by through the Pledgors and evaluation in terms of money or auction or sale of the dividends which arise from the Equity during the effective term of this AgreementPledged Equity.
2.2 The Parties hereto agree that, for the purpose of the pledge registration of the Pledged Equity, RMB50 million (hereinafter referred to as the “Initial Registration Amount”) shall be deemed as the estimated amount of the creditor’s rights under the Master Agreements on the date of this Agreement to conduct the initial pledge registration. During the terms of the Master Agreements and this Agreement, the Pledgee shall have the right to require the Pledgor to adjust the Initial Registration Amount for any reason at any time, and the Pledgor shall promptly complete the adjustment as required by the Pledgee and complete the registration of equity pledge change.
2.3 The scope guaranteed by the pledge Pledge under this Agreement includes all the debts, obligations and liabilities of the Equity hereunder shall be Pledgor and Shanghai Zhiyan Yunwei Technology Co., Ltd. under the Master Agreements, the expenses incurred for the exercise of the rights of creditors and the Pledge Right, all feesdirect, costs indirect, derivative losses and losses of predictable benefits that are suffered by the Pledgee as a result of any Event of Default (the basis of the amount of such losses includes but is not limited to the Pledgee’s reasonable business plan and profit forecast) and any other related expenses (including legal costs) payable by Party C and/or the Pledgorshereinafter referred to as “Guaranteed Debts”).
2.4 For avoidance of doubt, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under Pledgor’s capital contribution to Shanghai Zhiyan Yunwei Technology Co., Ltd. or the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under Initial Registration Amount is irrelevant to the related agreementsscope of pledge or the Guaranteed Debts. The parties further acknowledge that for scope of pledge and the purpose amount of handling the Equity pledge registration, the foregoing amount actual Guaranteed Debts shall not diminish be limited by the amount of the shareholder’s capital contribution or limit the Initial Registration Amount. No shareholder shall assert in any rights way for any reason through any procedure that the scope of pledge or interest that Party A has under the Individual Agreements Guaranteed Debts shall be limited by the capital contribution amount or the Initial Registration Amount. The final and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder actual amount of the Guaranteed Debts shall refer be subject to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale agreement of the Equity pledged Parties, or shall be the amount actually incurred or adjudicated by the Pledgors arbitration institution as provided in Article 10 hereof in case of failure to the Pledgeereach an agreement.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
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Pledge. 2.1 The Pledgors agree to pledge all the Equity Interests in Party C to the Pledgee as the security of for the Pledgee’s rights and benefits interests under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementControlling Agreements.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be Pledge under this Agreement covers all fees (including legal fees), costs and losses, interests, liquidated damages, compensations and expenses (including legal costs) payable for enforcement of the Pledge to be paid by Party C and/or Pledgors to Pledgee under the PledgorsControlling Agreements, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that liabilities to be borne by Party C and/or the Pledgors shall bear in case of entire the Contolling Agreements become void as a whole or partial invalidation of any of Individual Agreements for in part due to any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer of equity under this Agreement refers to the rights for priority of the Pledgee to be paid from in priority the money gained compensated from the conversion into moneyproceeds of the conversion, auction auction, or sale of the Equity Interests pledged by the Pledgors to the Pledgee.
2.4 After Unless otherwise agreed by Pledgee in writing after the effective date of this Agreement, the Pledge under this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved discharged only after when Party C and the Pledgors have properly and performed all of the obligations under the Controlling Agreements subject to the Pledgee’s written consent. If Party C or Pledgors have not fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any part of its obligations under the Individual Controlling Agreements upon expiration the expiry of the period described thereunderterm stipulated in such Controlling Agreements, the Pledgors shall Pledgee hereunder will still has enjoy the Pledge Rights herein; and the rights of pledge will be relieved until the foregoing all of such obligations and liability have been under such agreements are fully performed in the forms reasonable and satisfactory to the Pledgee’s satisfaction.
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Samples: Share Pledge Agreement (American Smooth Wave Ventures, Inc.)
Pledge. 2.1 The Pledgors pledge Xx security for Pledgor's promissory note ("Note") to BELL of even date herewith, xxxch Note evidences the indebtedness of the Pledgor to BELL, Pledgor hereby pledges, xxrtgages, hypothecates, assigns, transfers, delivers, sets over and confirms unto BELL, its success and assignx, xhe following property, to wit: Any and all options to purchase shares or equity investment in BELL or any of its affixxxxes, however received or whenever granted, either registered to or exercisable by the Pledgor, together with all proceeds thereof, additions thereto and substitutions therefor, including without limitation any other securities, cash, or other properties distributed with respect to the Pledgee as the security of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of foregoing options to purchase stock or equity investment other securities subject to this Agreement.
2.2 The scope guaranteed by , whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest payment, stock split, stock dividend, reclassification or redemption or any other change declared or made in the pledge capital structure of the Equity hereunder shall be all feesBELL, costs and expenses (including legal costs) payable by Party C and/or the Pledgorsor otherwise, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, ax xollateral security for the sole purpose payment in full when due of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability obligations and damages indebtedness of Pledgor to BELL, whether direct, indixxxx or contingent, whether now existing or hereafter incurred and whether or not otherwise secured (hereinafter collectively referred to as the "Obligations"), including without limitation, all obligations and indebtedness of Pledgor under the related agreementsNote and any extensions, amendments and renewals thereto. The parties further acknowledge that for In the purpose event of handling a conflict or inconsistency between the Equity pledge registrationterms hereof and the terms of the Note, the terms of the Note shall control. Pledgor warrants and represents that Pledgor has the right to pledge, mortgage, hypothecate, assign, transfer, deliver, set over and confirm unto BELL all of the foregoing amount shall not diminish opxxxxs to purchase shares or limit equity investment free of any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer encumbrance subject only to the rights for the Pledgee terms of any plan or plans by or pursuant to be paid from in priority the money gained from the conversion into moneywhich such options or investment were issued or awarded. Pledgor hereby agrees promptly to pledge and deposit hereunder with BELL any stock, auction or sale of the Equity pledged by the Pledgors securities, xx other property with respect to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails options or securities represented thereby, whether taken in substitution for or in addition to fully perform any of its obligations under the Individual Agreements upon expiration above described property. Such stock, other securities and property shall stand pledged and assigned for the Obligations in the same manner as the property described in the first paragraph hereof. All of the period property described thereunder, in this Section 1 and in the Pledgors shall still has first and second paragraphs hereof is hereinafter called the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction"Pledged Property."
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Pledge. 2.1 The Pledgors pledge Notes of each Series, including the principal thereof and interest and any Carryover Interest thereon, and any Issuer Exchange Payments shall be payable solely from the Trust Estate and secured hereunder solely by (i) (A) the Trust Estate, (B) the Transfer and Sale Agreement and (C) the Ancillary Agreements, all as provided in this Indenture, and (ii) any other assets pledged to secure such Series of Notes under a Supplemental Indenture; PROVIDED, HOWEVER, the Pledgee as Exchange Counterparty in the security Exchange Agreement and the Indenture Trustee, on behalf of the Pledgee’s Exchange Counterparty, herein or in any Supplemental Indenture executed in connection with the Exchange Agreement, shall waive any and all rights and benefits under which the Individual Agreements all the Equity owned Exchange Counterparty may have to receive any amounts realized by the Pledgors Indenture Trustee from foreclosure upon the Trust Estate consisting of its Exchange Agreement and its Exchange Counterparty Guarantee, if any. The Notes of a Series, including the dividends which arise from the Equity during the effective term of this Agreement.
2.2 The scope guaranteed principal thereof and interest and any Carryover Interest thereon shall be secured hereunder by the pledge of the Equity Trust Estate and all right, title and interest of the Issuer and the Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement and the Ancillary Agreements granted hereby, by the lien thereon and security interest therein, and by the assignment to the Indenture Trustee of all right, title and interest of the Issuer and each Eligible Lender Trustee in the Trust Estate, the Transfer and Sale Agreement and the Ancillary Agreements, without priority by reason of number, date, purpose, or otherwise, except as otherwise expressly provided in this Indenture and in the Notes. Senior Issuer Exchange Payments shall be secured hereunder by the pledge of the Trust Estate and all right, title and interest of the Issuer and the Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement and the Ancillary Agreements granted hereby, by the lien thereon and security interest therein on an equal priority with the payment of interest on Senior Notes, and by the assignment to the Indenture Trustee for the benefit of the Senior Exchange Counterparty of all rights, title and interest of the Issuer and each Eligible Lender Trustee in the Trust Estate, the Transfer and Sale Agreement and the Ancillary Agreements. Subordinate Issuer Exchange Payments shall be secured hereunder by the pledge of the Trust Estate and all right, title and interest of the Issuer and the Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement and the Ancillary Agreements granted hereby, by the lien thereon and security interest therein on an equal priority with the payment of interest on Subordinate Notes, and by the assignment to the Indenture Trustee for the benefit of the Subordinate Exchange Counterparty of all rights, title and interest of the Issuer and each Eligible Lender Trustee in the Trust Estate, the Transfer and Sale Agreement and the Ancillary Agreements. Each pledge, lien, security interest and assignment hereunder shall be valid and binding and shall, except as otherwise expressly provided herein, constitute a lien of equal priority and charge on the Trust Estate and on all feesright, costs title and expenses (including legal costs) payable by Party C and/or interest of the Pledgors, Issuer and the losses, interest, liquidated damages, compensation, Initial Co-Owner Eligible Lender Trustee in the costs for realizing the claims, Transfer and Sale Agreement and the liability that Party C and/or Ancillary Agreements from time to time held hereunder for the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount benefit of the guaranteed claims during the handling Holders of the Equity pledge registration processNotes of such Series and any Exchange Counterparty (subject to the provisions of this Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions hereof, including, without limitation, (i) the parties hereto agreeprior rights of the Indenture Trustee to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate, for the sole purpose payment of handling the Equity pledge registrationIndenture Trustee's and each Eligible Lender Trustee's fees and expenses hereunder and (ii) solely with respect to the Holders of any Subordinate Notes and any Subordinate Exchange Counterparty, the prior rights of the Holders of the Senior Notes and of any Senior Exchange Counterparty, to register as any realization from the amount Indenture Trustee's lien on and security interest in the Trust Estate to the full extent provided by law, prior to all other indebtedness payable from or secured by the Trust Estate which may hereafter be created or incurred). Pursuant to this Indenture each of the claims under Issuer and each Eligible Lender Trustee has granted to the Individual Agreements CNY 5,000,000 Indenture Trustee a lien on and security interest in the Trust Estate and all right, title and interest of the Issuer and the Initial Co-Owner Eligible Lender Trustee in the Transfer and Sale Agreement and the Ancillary Agreements. Regardless of the time or order of attachment, or the time, order or manner of perfection, or the time or order of filing of financing statements, each of the Holders of Notes of a Series by their purchase thereof, an Exchange Counterparty by execution and delivery of its Exchange Agreement, the Indenture Trustee, on behalf of itself and the Holders of such Series and each Eligible Lender Trustee by their respective execution of this Indenture and any Exchange Agreement, each agrees that each shall have the following relative priority with respect to the lien on and security interest in and rights related to the Trust Estate, the Transfer and Sale Agreement and the Ancillary Agreements:
(i) The Indenture Trustee shall have a first and prior right to any realization from the Indenture Trustee's lien on and security interest in the Trust Estate and all breachright, title and interest of the Issuer and the Initial Co-of-contract liability Owner Eligible Lender Trustee in the Transfer and damages under Sale Agreement and the related agreements. The parties further acknowledge that Ancillary Agreements, as security for the purpose payment of handling the Equity pledge registrationfees and expenses of the Indenture Trustee and each Eligible Lender Trustee, and any rights that the Holders of the Notes of such Series or an Exchange Counterparty may have to any realization from the Indenture Trustee's lien on or security interest in the Trust Estate, the foregoing amount shall not diminish or limit any rights or interest that Party A has under Transfer and Sale Agreement and the Individual Ancillary Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer with respect to the rights for Issuer's obligations under this Indenture with respect to (A) the Pledgee Notes of each Series and (B) any Exchange Agreement shall be subordinate to be paid from in priority the money gained such first and prior right; and
(ii) The Holders of Senior Notes and any Senior Exchange Counterparty shall have a second right to any realization from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C Indenture Trustee's lien on and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.security interest in
Appears in 1 contract
Pledge. 2.1 The Pledgors pledge (a) As security for the prompt satisfaction of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee on the date the Pledgee makes a Demand payment (as defined in Section 3 of the Note) the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default (as defined in the Note), Pledgor shall be entitled to all voting and other rights with respect to the Pledged Securities. For that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular interest payments and cash dividends declared by the Company to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the security Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledgee’s rights and benefits under the Individual Agreements all the Equity owned by the Pledgors and the dividends which arise from the Equity during the effective term of this AgreementPledged Securities.
2.2 The scope guaranteed by the pledge of the Equity hereunder shall be all fees, costs and expenses (including legal costs) payable by Party C and/or the Pledgors, and the losses, interest, liquidated damages, compensation, the costs for realizing the claims, and the liability that Party C and/or the Pledgors shall bear in case of entire or partial invalidation of any of Individual Agreements for any reason. In case the competent industrial and commercial administration expressly requires a definite amount of the guaranteed claims during the handling of the Equity pledge registration process, the parties hereto agree, for the sole purpose of handling the Equity pledge registration, to register as the amount of the claims under the Individual Agreements CNY 5,000,000 and any and all breach-of-contract liability and damages under the related agreements. The parties further acknowledge that for the purpose of handling the Equity pledge registration, the foregoing amount shall not diminish or limit any rights or interest that Party A has under the Individual Agreements and this Equity Pledge Agreement.
2.3 The Pledge Rights hereunder shall refer to the rights for the Pledgee to be paid from in priority the money gained from the conversion into money, auction or sale of the Equity pledged by the Pledgors to the Pledgee.
2.4 After this Agreement takes effect, unless expressly agreed by the Pledgee in writing, the pledge hereunder may be relieved only after Party C and the Pledgors have properly and fully performed all of their obligations under the Individual Agreements and the performance thereof has been recognized by the Pledgee in writing. In case Party C or any of the Pledgors fails to fully perform any of its obligations under the Individual Agreements upon expiration of the period described thereunder, the Pledgors shall still has the Pledge Rights herein; and the pledge will be relieved until the foregoing obligations and liability have been fully performed to the Pledgee’s satisfaction.
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