Pledgors’ Undertakings. Each Pledgor hereby respectively undertakes to the Pledgee as follows:
Pledgors’ Undertakings. 1. During the term of existence of this Agreement, each of the Pledgors undertakes to Party A that:
(a) it shall not assign the Equity, not set or allow the existence of any pledge or otherwise encumbrance or any form of third-person security interest that may affect the rights and interests of Party A without the prior written consent of Party A except for assignment of the Equity, as requested by Party A, to Party A or to the person designated by Party A.
(b) it shall abide by and perform the provisions of all applicable laws and regulations, and display the notices, instructions or advice, if any, issued or prepared by the authority in charge with regard to pledges to Party A within five working days upon receipt of the same, and take actions as reasonably instructed by Party A.
(c) it shall promptly notify Party A of any event or received notice that may affect the Pledgor’s equity or the rights to and in any part thereof, and any event or received notice that may change any of the Pledgor’s obligations hereunder or prevent the Pledgor from performing its obligations hereunder, and shall take actions as reasonably instructed by Party A.
2. The Pledgors agree that the exercise of Party A of its rights under the terms and conditions of this Agreement shall not be interrupted or hampered by the Pledgors or the Pledgors’ successors or assignees or any other persons.
3. Each Pledgor undertakes to Party A that, in order to protect and improve the guarantee under this Agreement for performance of the obligations of the Pledgor and (or) Sogou Information under the Agreements, the Pledgor will make any and all requisite amendments to its articles of association and the articles of association of the Company (if applicable), sign in good faith and cause other parties interested in the Pledged Equity to sign all right certificates and deeds required by Party A, and/or perform and cause other interested parties to perform the actions requested by Party A, provide convenience to Party A for its exercise of the Pledgee’s Right, sign all documents associated with changes to the equity certificate with Party A or with any third party designated by Party A, and provide Party A within a reasonable period with all documents relating to the Pledge that Party A may deem necessary.
4. Each Pledgor undertakes to Party A that, for the interest of Party A, the Pledgor will abide by and perform all its warranties, undertakings, agreements and representations. If the Pledgor fai...
Pledgors’ Undertakings. 10.1 The Pledgor must, with reference to the Pledged Shares:
10.1.1 without prejudice to Paragraph 9.3 above, from time to time and at any time, promptly and at its own expense enter into and execute any further documents and deeds and undertake all further actions (including making all filings and registrations) which are necessary and requested by the Security Trustee in order to create, perfect, protect and maintain the effectiveness of the pledge created by this Agreement or for the exercise of all rights, powers and remedies of the Security Trustee provided by or pursuant to this Agreement or by law and/or to facilitate the realisation of the Pledged Shares. For the avoidance of doubt, the undertaking in this Paragraph 10.1.1 shall include an undertaking by the Pledgor to enter into and execute any deeds of confirmation under Article 1232 of the Italian Civil Code which may be requested by the Security Trustee upon a change in all or any of the Secured Contracts or a change in all or any of the Secured Obligations;
10.1.2 during the continuance of an Enforcement Event deliver to the Security Trustee a copy of any notice convening a shareholders' meeting of the Company, whether ordinary or extraordinary, at least 10 (ten) Business Days before the date the meeting is convened, together with all related attachments and any other notices related to the shareholders' meetings and sent by the Company to its shareholders;
10.1.3 during the continuance of an Enforcement Event deliver to the Security Trustee a notice summarising the items on the proposed agenda of any total shareholders' meeting (assemblea totalitaria) of the Company, at least 5 (five) Business Days before the date scheduled for the meeting, which will be binding on the Pledgor after receipt of such notice by the Security Trustee;
10.1.4 except as not expressly prohibited under the terms of the Indentures, not:
(a) create or permit to arise any mortgage, charge or lien or other security interest on the Pledged Shares or any interest in or part of the Pledged Shares; or
(b) sell or attempt to sell or otherwise dispose of the Pledged Shares or any interest in or part of the Pledged Shares.
10.1.5 without prejudice and in addition to Article 8, grant in pledge in favour of the Security Trustee, under terms substantially equivalent to the terms of this Agreement, any additional shares of the Company which for any reason may be assigned to the Pledgor; and
10.1.6 deliver to the Security Trustee, wi...
Pledgors’ Undertakings. Pending the full repayment of the Secured Sums the Pledgor hereby covenants that:
5.1 Not to sell, transfer, lease, let or dispose of the Pledged Assets or any part thereof, nor suffer any other party to use the same in any manner whatsoever nor allow any other party to effect any of the above acts, without the prior written consent of the Trustee;
5.2 Notify the Trustee forthwith in the event of the imposition of any attachment over the Pledged Assets, give immediate notice to the attachor of the charge in favor of the Trustee and take at its own expense forthwith and without delay, all measures in order to remove the attachment;
5.3 Not to charge or pledge in any manner whatsoever the Pledged Assets by rights being that are equal, prior or subordinate to the rights of the Trustee nor assign any right that the Pledgor has in the Pledged Assets without receiving the prior written consent of the Trustee;
Pledgors’ Undertakings. The Pledgors hereby severally and jointly undertake to the Pledgee as follows:
9.1 Without the prior written consent of the Pledgee, the Pledgors shall not create, or allow to be created, any new pledge or any other security interest over the Pledged Equity Interest. Any pledge or other security interest created over all or any part of the Pledged Equity Interest without the prior written consent of the Pledgee shall be invalid.
9.2 Without the prior written notice to and the prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Equity Interest and all activities of the Pledgors to transfer the Pledged Equity Interest shall be invalid. The proceeds obtained from the Pledgors’ transfer of the Pledged Equity Interest shall be used first to prepay the Secured Liabilities to the Pledgee or to be deposited with a third party as agreed with the Pledgee.
9.3 In the event of the occurrence of any lawsuit, arbitration or other claim which may have an adverse effect on the interests of the Pledgors or the Pledgee under the Transaction Documents and this Agreement or on the Pledged Equity Interest, the Pledgors undertake to notify the Pledgee in writing as soon as possible and in a timely manner, and, as reasonably required by the Pledgee, to take all necessary measures to ensure that the Pledgee secures and maintains all rights, title and interest to the Pledged Equity Interest.
Pledgors’ Undertakings. 8.1 The Pledgor must from time to time and at any time, promptly and at its own expense enter into and execute any further documents and deeds and undertake all further actions (including making all filings and registrations) which are necessary and requested by the Security Trustee in order to create, perfect, protect and maintain the effectiveness of the pledge created by this Agreement or for the exercise of all rights, powers and remedies of the Security Trustee provided by or pursuant to this Agreement or by law and/or to facilitate the realisation of the rights pledged pursuant to the Agreement. For the avoidance of doubt, the undertaking in this Article 8 shall include an undertaking by the Pledgor to enter into and execute any deeds of confirmation under Article 1232 of the Italian Civil Code which may be requested by the Security Trustee following a change in all or any of the Secured Contracts or a change in all or any of the Secured Obligations.
8.2 Except as not expressly prohibited under the terms of the Indentures, the Pledgor shall not:
(a) create or permit to arise any mortgage, charge or lien or other security interest on the Accounts or any interest in or part of the Accounts; or
(b) sell or attempt to sell or otherwise dispose of the Accounts or any interest in or part of the Accounts.
Pledgors’ Undertakings. The Pledgor undertakes:
Pledgors’ Undertakings. 7.1 The Pledgor shall:
7.1.1 refrain from selling, alienating in any way, trading or otherwise disposing of the Quota;
7.1.2 refrain from engaging in such active or omissive behaviours (including, merely by way of example, the exercise of voting rights relating to the Quota, when and until it is entitled to them pursuant to Article 8 (
Pledgors’ Undertakings. The Pledgor undertakes to the Pledgee that, subject to any agreement with or consent or direction from the Pledgee to the contrary:
Pledgors’ Undertakings. 7.1 Save for that permitted under the Note or expressly authorised in writing by the Lender, the Pledgor shall:
(a) neither sell, assign in any manner, exchange or otherwise dispose of the Participation or any Related Right, nor enter into any agreement or consent to any waiver, settlement, restriction or limitation with respect to the Participation;
(b) not take or omit to take any action which act or omission (including, but not limited to, the exercise of voting rights related to the respective Participation, for so long as such rights may apply to the Pledgor pursuant to Clause 8 (Right to Dividends and Voting Rights) would directly or indirectly adversely affect the validity of the Pledge or the rights and interests of the Lender as holders of security interests related to the Participation, or would significantly diminish the value of the Participation; and, at its own expense, promptly take all action which may be at any time necessary, or which XXXXXX may reasonably require, in order to protect the Participation and Related Rights against any third party’s claim and/or the validity of the Lender’ security interest and other rights to the Participation and Related Rights pursuant to this agreement;
(c) take any other action requested by a Lender for the perfection of the Pledge, its maintenance and its enforceability against third parties;
(d) not consent to the creation of any lien, security interest or other third party right on the Participation and Related Rights, except for such rights and liens deriving directly and exclusively out of law;
(e) co‑operate with the Lender in order to protect their rights in relation to their Participation against third parties’ claims;
(f) at any time and, from time to time, enter into and execute all further instruments and documents and take all further actions required by such documents that may be necessary or requested by the Lender in order to (1) ensure and maintain the effectiveness of the Pledge, (2) enable the Lender to exercise and enforce in full their rights hereunder in respect of the Participation, and protect such rights against third parties’ claims, and (3) otherwise to achieve the purposes provided for by this agreement;
(g) promptly inform Xxxxxx (by delivery of the relevant copy, at its own expenses) of each notice or other communication received by it in respect of the Participation and the Related Rights, including, without limitation, any notice or communication for seizures or attachment...
