Share Mortgage. The Company shall ensure that the following documents are delivered to the Selling Shareholder on the date of this Agreement in form and substance satisfactory to the Selling Shareholder: (1) an Equitable Share Mortgage substantially in the form as set out in Schedule 2 (the “Share Mortgage”) duly executed by J.distrii Global Limited, under which certain shares held by J.distrii Global Limited in the Company would be mortgaged and charged to the Selling Shareholder as security for the due and prompt discharge and payment of the Secured Obligations (as defined in the Share Mortgage) which include payment obligations owed to the Selling Shareholders under this Agreement and the Convertible Promissory Note; and (2) all documents, letters, instruments, proxies, resolutions and deeds required to be delivered to the Selling Shareholder pursuant to the Share Mortgage; and (3) a certified copy of the Amended and Restated Memorandum and Articles of Association of the Company, substantially in the form as set out in Schedule 3, and a certified copy of the shareholders’ resolutions of the Company adopting the same.
Appears in 2 contracts
Samples: Share Repurchase Agreement (AgiiPlus Inc.), Share Repurchase Agreement (AgiiPlus Inc.)
Share Mortgage. The Company shall ensure that the following documents are delivered to the Selling Shareholder on the date of this Agreement in form and substance satisfactory to the Selling Shareholder:
(1) an Equitable Share Mortgage substantially in the form as set out in Schedule 2 (the “Share Mortgage”) duly executed by J.distrii Global Limited, under which certain shares held by J.distrii Global Limited in the Company would be mortgaged and charged to the Selling Shareholder as security for the due and prompt discharge and payment of the Secured Obligations (as defined in the Share Mortgage) which include payment obligations owed to the Selling Shareholders under this Agreement and the Convertible Promissory Note; and
(2) all documents, letters, instruments, proxies, resolutions and deeds required to be delivered to the Selling Shareholder pursuant to the Share Mortgage; and
(3) a certified copy of the Amended and Restated Memorandum and Articles of Association of the Company, substantially in the form as set out in Schedule 3, and a certified copy of the shareholders’ ' resolutions of the Company adopting the same.
Appears in 2 contracts
Samples: Share Repurchase Agreement (AgiiPlus Inc.), Share Repurchase Agreement (AgiiPlus Inc.)