The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Exclusive Business Cooperation Agreement (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]% Equity Interest of Party C owned by the Pledgor (including the [ ]% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the future). 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) any other Control Agreement expires or is terminated pursuant to the stipulations thereunder; (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3; (c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C is insolvent or could potentially be made insolvent; or (d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. 2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below). 2.6 The Pledgor may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder. 2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC.
Appears in 5 contracts
Samples: Equity Pledge Agreement (Jianpu Technology Inc.), Equity Pledge Agreement (Jianpu Technology Inc.), Equity Pledge Agreement
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or and all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee obligations of Pledgor under the Exclusive Business Cooperation Agreement Agreements (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]0.005% Equity Interest equity interest of Party C the Company owned by the Pledgor (including the [ ]0.005% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the futureinterest thereto).
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) any other Control Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3;
(c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C the Company is insolvent or could potentially be made insolvent; or
(d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below)Pledge.
2.6 The Pledgor may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder.
2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC.
Appears in 2 contracts
Samples: Share Pledge Agreement (Lufax Holding LTD), Share Pledge Agreement (Lufax Holding LTD)
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or and all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee obligations of Pledgor under the Exclusive Business Cooperation Agreement Agreements (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]49.99% Equity Interest equity interest of Party C the Company owned by the Pledgor (including the [ ]49.99% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the futureinterest thereto).
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) any other Control Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3;
(c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C the Company is insolvent or could potentially be made insolvent; or
(d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below)Pledge.
2.6 The Pledgor may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder.
2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC.
Appears in 2 contracts
Samples: Share Pledge Agreement (Lufax Holding LTD), Share Pledge Agreement (Lufax Holding LTD)
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or and all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee Secured Obligations of Obligors under the Exclusive Business Cooperation Agreement (collectively, the “Secured Obligations”)Agreements, Pledgor hereby pledges to Pledgee a first security interest in the [ ]99.995% Equity Interest equity interest of Party C the Company owned by the Pledgor (including the [ ]99.995% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the futureinterest thereto).
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) any other Control Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3;
(c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C the Company is insolvent or could potentially be made insolvent; or
(d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below)Pledge.
2.6 The Pledgor may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder.
2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC.
Appears in 2 contracts
Samples: Share Pledge Agreement (Lufax Holding LTD), Share Pledge Agreement (Lufax Holding LTD)
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or and all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee Secured Obligations of Obligors under the Exclusive Business Cooperation Agreement (collectivelyAgreements, the “Secured Obligations”), Pledgor Pledgors hereby pledges pledge to Pledgee a first security interest in the [ ]100% Equity Interest equity interest of Party C owned by the Pledgor (including the [ ]% registered capital (amount of capital contribution) Company currently owned by the Pledgor Pledgors and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the future)interest thereto.
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) any other Control Any Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor Pledgors pursuant to Section 7.3;
(c) the Pledgee reasonably determines (having made due enquiries) that Pledgors and/or the Pledgor and/or Party C is Company are insolvent or could potentially be made insolvent; or
(d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of Pledge. The Pledgors may receive dividends distributed on the Pledge (as defined below).
2.6 The Pledgor may increase the capital of Party C Equity Interest only with the prior written consent of the Pledgee. Any increase in the capital contributed Dividends received by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Pledgors on Equity Interest pledged hereunder.
2.7 If Party C is after the deduction of tax paid or withheld by the Pledgors required to be dissolved or liquidated in accordance with the mandatory provisions of the by applicable PRC laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested required by the Pledgee, (1a) deposited into an account designated and supervised by the Pledgee, placed under the custody of the Pledgee, Pledgee and used to provide security for secure the Contractual Contract Obligations and first applied towards the satisfaction of pay the Secured IndebtednessIndebtedness prior and in preference to making any other payment; or (2b) unconditionally donated transfer to the Pledgee or the any other person designated by the Pledgee subject to the laws of extent permitted under the PRCapplicable PRC laws.
Appears in 2 contracts
Samples: Share Pledge Agreement (Lufax Holding LTD), Share Pledge Agreement (Lufax Holding LTD)
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or and all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee Secured Obligations of Obligors under the Exclusive Business Cooperation Agreement (collectively, the “Secured Obligations”)Agreements, Pledgor hereby pledges pledge to Pledgee a first security interest in the [ ]100% Equity Interest equity interest of Party C owned by the Pledgor (including the [ ]% registered capital (amount of capital contribution) Company currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the future)interest thereto.
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) any other Control ): Any Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) ; the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3;
(ca) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C is the Company are insolvent or could potentially be made insolvent; or
(db) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below).
2.6 Pledge. The Pledgor may increase receive dividends distributed on the capital of Party C Equity Interest only with the prior written consent of the Pledgee. Any increase in the capital contributed Dividends received by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the on Equity Interest pledged hereunder.
2.7 If Party C is required to be dissolved after the deduction of tax paid or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to withheld by the Pledgor required by Party C in accordance with law applicable PRC laws shall be, as requested required by the Pledgee, (1a) deposited into an account designated and supervised by the Pledgee, placed under the custody of the Pledgee, Pledgee and used to provide security for secure the Contractual Contract Obligations and first applied towards the satisfaction of pay the Secured IndebtednessIndebtedness prior and in preference to making any other payment; or (2b) unconditionally donated transfer to the Pledgee or the any other person designated by the Pledgee subject to the laws of extent permitted under the PRCapplicable PRC laws.
Appears in 2 contracts
Samples: Share Pledge Agreement (Lufax Holding LTD), Share Pledge Agreement (Lufax Holding LTD)
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Exclusive Business Cooperation Agreement (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]60.11% Equity Interest of Party C owned by the Pledgor (including the [ ]60.11% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the future).
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) any other Control Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3;
(c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C is insolvent or could potentially be made insolvent; or
(d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below).
2.6 The Pledgor may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder.
2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC.
Appears in 2 contracts
Samples: Share Pledge Agreement (Weidai Ltd.), Share Pledge Agreement (Weidai Ltd.)
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or and all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee obligations of Pledgor under the Exclusive Business Cooperation Agreement Agreements (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]approximately 29.55% Equity Interest equity interest of Party C the Company owned by the Pledgor (including the [ ]approximately 29.55% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the futureinterest thereto).
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) (any other Control Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3;
(c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C the Company is insolvent or could potentially be made insolvent; or
(d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below)Pledge.
2.6 The Pledgor may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder.
2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC.
Appears in 2 contracts
Samples: Share Pledge Agreement (Lufax Holding LTD), Share Pledge Agreement (Lufax Holding LTD)
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or and all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee obligations of Pledgor under the Exclusive Business Cooperation Agreement Agreements (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]approximately 2.17% Equity Interest equity interest of Party C the Company owned by the Pledgor (including the [ ]approximately 2.17% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the futureinterest thereto).
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) any other Control Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3;
(c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C the Company is insolvent or could potentially be made insolvent; or
(d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below)Pledge.
2.6 The Pledgor may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder.
2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC.
Appears in 2 contracts
Samples: Share Pledge Agreement (Lufax Holding LTD), Share Pledge Agreement (Lufax Holding LTD)
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Exclusive Business Cooperation Agreement (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]% Equity Interest of Party C owned by the Pledgor (including the [ ]% [Percentage]% registered capital (in an amount of capital contribution) equal to RMB[Number] currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the future).
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on the reasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Equity Interest, the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligations for a maximum amount of RMB[Number] (the “Maximum Amount”) prior to the Settlement Date. The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and the Equity Interest, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement, from time to time, prior to the Settlement Date.
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) any other Control the Business Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3;
(c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C is insolvent or could potentially be made insolvent; or
(d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below).
2.6 The Pledgor may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder.
2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC.
Appears in 2 contracts
Samples: Share Pledge Agreement (Dada Nexus LTD), Share Pledge Agreement (Dada Nexus LTD)
The Pledge. 2.1 As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or and all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee obligations of Pledgor under the Exclusive Business Cooperation Agreement Agreements (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]approximately 18.29% Equity Interest equity interest of Party C the Company owned by the Pledgor (including the [ ]approximately 18.29% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the futureinterest thereto).
2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).
2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”):
(a) any other Control Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder;
(b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3;
(c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor and/or Party C the Company is insolvent or could potentially be made insolvent; or
(d) any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC.
2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8.
2.5 The Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below)Pledge.
2.6 The Pledgor may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder.
2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the Pledgor by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC.
Appears in 2 contracts
Samples: Share Pledge Agreement (Lufax Holding LTD), Share Pledge Agreement (Lufax Holding LTD)