Share Charges at any time during the Security Period, execute or procure the execution in favour of the Agent of a Share Charge with respect to any Owner and the Borrower agrees, if and when required to do so by the Agent (as instructed by the Banks), promptly to execute or to procure the execution and delivery to the Agent of all documents which the Agent may require to obtain the full benefit of such charges over all of the issued shares in the capital of the Owners;
Share Charges. The Founder and the Company shall procure that each of the entities listed on the Schedule H, as the chargor (collectively the “Chargors”), enter into a share charge agreement and other documents pursuant to such share charge agreement (collectively the “Share Charge Agreements”) with the Security Agent on or around the date hereof, to create security over 1,161,080,000 ordinary shares of a par value of US$0.0000001 each in the Company held by the Chargors collectively, as a continuing security for the payment and discharge of the Secured Liabilities in favour of the Security Agent (as security agent for the Secured Parties, including but not limited to the Investors) (collectively, the “Share Charges”). The Founder and the Company shall further procure such Share Charges to be registered with the register of charges of the respective Chargors and the Registrar of Corporate Affairs of the British Virgin Islands appointed under section 229 of the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands and procure all documents listed in clauses 6.1(a) and 6.1(b) therein to be delivered to/ deposited with the Security Agent or its nominee, each in accordance with the Share Charge Agreements.
Share Charges. (i) the Share PledgesCharges duly executed by all parties thereto (other than the Security Trustee) and all requirements thereunder fully satisfied including, without limitation, the delivery of the Borrower’s share certificates and all irrevocable proxies to the Security Trustee;
Share Charges. The payment obligations of the Buyer under the Agreement in respect of the Consideration will be secured by the Share Charges to be executed by the Buyer and Earn Harvest at Completion in favour of the Seller over the entire issued share capital of each of Earn Harvest and Power Tact, respectively. The Share Charges will be discharged following full payment by the Buyer of the Consideration.
Share Charges. As disclosed in the announcement dated 27 September 2017 and the circular dated 28 November 2017 of the Company, among other things, the Borrower and Firewave entered into the shareholders’ agreements for the operation of each of Huge Source, Progress Link and Shine Long to engage in the investment and operation of the Material Property. As of the date of this announcement, each of Huge Source, Progress Link and Shine Long is a joint venture between the Group and Metro held by the Borrower and Firewave as to 70% and 30%. As security for performance by the Borrower of its payment obligations under the Secured Facility Agreement, on 26 October 2018, the Borrower executed the Share Charges in favour of the Security Agent whereby 70% of the issued share capital (or issued shares, as applicable) held by the Borrower in each of Huge Source, Progress Link and Shine Long shall be charged in favour of the Security Agent. Save for (i) the identity of the subject company the shares of which are to be charged; and (ii) Huge Source is a limited liability company incorporated in Hong Kong while each of Progress Link and Shine Long is a limited liability company incorporated in the BVI, all salient terms of each of the Share Charges are substantially similar which are set out as follows: Date: 26 October 2018
Share Charges. (a) In the event of enforcement of the NWS Share Charge(s), if the proportion of Shares charged by the Parties (which definition shall exclude for the sole purpose of this paragraph (a) and paragraph (b) below, any person who becomes a Party as a result of an enforcement of any NWS Share Charge) under each NWS Share Charge is not reflective of the respective shareholdings of such Parties at the time, the Party (the “First Party”) which has charged fewer Shares than its pro rata portion of the Shares subject to the relevant NWS Share Charge (such shortfall shall be referred to as “Shortfall Shares”) shall transfer to the other Party(ies) such number of Shares equal to the Shortfall Shares. Each of such Parties shall bear, pro rata to their percentage shareholding of the Company at the relevant time, all costs and expenses in respect of such enforcement by NWS Service Management Limited.
(b) Each of the Parties agree that should the identity of the chargor and/or chargee under any NWS Share Charge change, the obligations of the Parties in provisions in Clauses 8.8(a) shall apply to such chargor and/or chargee mutatis mutandis and each of the Parties agree that they will execute such documents and do such acts as may be reasonably required of them in connection therewith.
(c) Notwithstanding anything to the contrary in this Agreement:
(i) each of the Parties (or any Shareholder or any person who has become a party of this Agreement by virtue of executing a Deed of Adherence) may enter into any NWS Share Charge in relation to any Shares held by it and create any Encumbrance over any Shares held by it under any NWS Share Charge without the approval or consent of any Party, the Company, any Director or any Shareholder (provided that at any time, the Shares subject to the security created under any NWS Share Charge shall not in aggregate exceed 51% of the total issued Shares unless such percentage is exceeded due to a change in the capital structure of the Company or in the number of issued Shares from time to time);
(ii) the entering into of any Share Charge, creation of any Encumbrance over any Shares thereunder, and enforcement of any Share Charge (and any Transfer of Shares pursuant to or in connection with such enforcement) and the Shares secured thereunder shall not be subject to any restrictions, provisions, conditions, undertakings or covenants relating to a Transfer or any drag-along rights provided under this Agreement (including but not limited to Clau...
Share Charges relating to China Gateway HK, ChemExplorer HK, ChemPartner Europe and ChemPartner USA (together with all ancillary documents relating thereto);
Share Charges procure, at any time during the Security Period, execution by the Borrower (or such other direct shareholder of the Owner (being an wholly-owned Subsidiary of the Borrower) as the Agent may require) in favour of the Agent of a Share Charge with respect to any Owner and the Borrower agrees, if and when required to do so by the Agent (as instructed by the Banks), promptly to execute or to procure the execution and delivery to the Agent of all documents which the Agent may require to obtain the full benefit of such charges over all of the issued shares in the capital of the Owners;
Share Charges. The Original Lender requested the Company to provide security for certain unsecured loans with a total principal of RMB675,000,000 which were previously advanced by one of the Project Companies ( 清 遠 聯 投 置 業 有 限 公 司(Qingyuan Liantou Property Co., Ltd.*)) to Sunshine 100 Group (the “Qingyuan Loans”), since the Original Lender has only 45% indirect holding in the Project Companies. The Qingyuan Loans were evidenced by a confirmation letter between 清 遠 聯 投 置 業 有 限 公 司 and Sunshine 100 Group dated 28 December 2018 (the “Confirmation Letter”). Both the Qingyuan Loans and any future loans advanced by any Project Companies to Sunshine 100 Group will be secured by the Share Charges. As disclosed under the paragraph headed “Security” above, on 31 January 2019, Keyasia as xxxxxxx entered into a share charge with the Original Lender as chargee with respect to Xxxxxxx’s 55% shareholding in Xxxxx Xxx. Xxxxx Xxx as chargor entered into (1) a share charge with the Original Lender as chargee with respect to Xxxxx Xxx’x 100% shareholding in Lofty Talent Limited ( 崴駿有限公司) and (2) a share charge with the Original Lender as chargee with respect to Xxxxx Xxx’x 100% shareholding in Eminent Star Group Limited ( 卓星集團有限公司). The principal terms of the three Share Charges are substantially the same and are set out below:
Share Charges a. Share Pledge Agreement entered into by Maersk Drilling A/S as Pledgor relating to the shares in Maersk Drilling Deepwater A/S and Danmarks Skibskredit A/S as Security Agent on 12 December 2018.
b. Deed of Charge relating to the shares in Maersk Drillship IV Singapore Pte. Ltd. entered into by Maersk Drillship Singapore Pte. Ltd as Chargor and Danmarks Skibskredit A/S as Chargee. on 13 December 2018 .
