Pledgors’ Undertakings Clause Samples
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. Each Pledgor hereby respectively undertakes to the Pledgee as follows:
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. 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. 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:
Pledgors’ Undertakings. The Pledgors hereby severally and jointly undertake to the Pledgee as follows:
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. 12.1 The Pledgors hereby undertakes with the Pledgee that during the subsistence of this Memorandum the Pledgors will:
(a) to the extent required under the Loan Agreement remain the absolute legal and beneficial owner of the Collateral and that there shall be no mortgage, charge, debenture (whether fixed or floating), pledge, lien or other encumbrances whatsoever (other than Permitted Liens) upon any of the Collateral having priority to this Memorandum;
(b) to the extent required by and subject to the applicable provisions of the Loan Agreement, pay to the Pledgee upon demand the amount of all reasonable and actual costs and expenses which the Pledgee may incur to, about or with a view to perfecting or enforcing this security or otherwise in connection herewith;
(c) except as permitted by the Loan Agreement, not at any time during the continuance of this charge execute any form of transfer, charge, mortgage, debenture, pledge, lien or any form of encumbrance whatsoever in respect of the Collateral or any part thereof, or sell, assign or purport to sell or assign the Collateral or any part thereof to any person or persons; and
(d) not claim any set-off or counterclaim against the Pledgee in respect of the Obligations of the Pledgors to the Pledgee, or have the benefit of any share of any other guarantee or security now or hereafter held by the Pledgee.