Common use of Share Charge Clause in Contracts

Share Charge. Each Shareholder hereby agrees that, and shall procure any directors appointed or nominated by it and/or its Affiliates to the Board of the Company to agree that, Phoenix ZKH, June Rain and ESOP SPVs charge all of their shares in the Company, and the holder(s) of the ESOP Reserved Shares charge all of their ESOP Reserved Shares (once they are issued), to secure the Secured Liabilities (as defined in the CB Agreement) in favour of the Security Agent (as defined in the CB Agreement) pursuant to the CB Agreement (collectively, the Share Charge). Each Shareholder hereby waives, and shall procure any directors appointed or nominated by it and/or its Affiliates to the Board of the Company to waive, its consent right, Preemptive Right, Right of First Refusal, Right of Co-Sale or any other rights it may have under this Agreement and the Restated M&A if any or all of the shares in the Company held by Phoenix ZKH, June Rain and ESOP SPVs and the ESOP Reserved Shares (once they are issued) are transferred to any Person as a result of an enforcement of the relevant Share Charge.