THE PLEDGORS. The Pledgor hereby agree and irrevocably undertake to the Pledgee that: 9.1 Without prior written consent of the Pledgee, the Pledgor will not create or permit to be created any new pledge or any other security interest on the Pledged Equity, and any pledge or any other security interest created on all or part of the Pledged Equity without prior written consent of the Pledgee shall be null and void. 9.2 Without prior written notice to and prior written consent of the Pledgee, (i) the Pledgor will not assign or otherwise dispose of the Pledged Equity or request the Company to decrease its capital, and any of such actions taken by the Pledgor without prior consent of the Pledgee shall be null and void; (ii) the Pledgor will not assist or permit other existing shareholders (as applicable) to take any of the foregoing actions without prior written consent of the Pledgee. The proceeds received by the Pledgor from the assignment or other disposal of the Pledged Equity shall be first applied towards early full repayment of the Secured Indebtedness to the Pledgee or deposited with a third party to be agreed with the Pledgee. 9.3 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the interests of the Pledgor or the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity, the Pledgor warrants that it will notify the Pledgee in writing of the same as soon as possible and without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary actions to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity. 9.4 The Pledgor warrants that it shall complete the business term extension registration formalities of the Company within three (3) months prior to the expiry of the business term of the Company such that the validity of this Agreement shall be maintained. 9.5 The Pledgor shall not do or permit to be done any act or action likely to have an adverse effect on the interests of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity. 9.6 The Pledgor will use its best efforts and take all necessary measures to register the Equity Pledge hereunder as soon as possible with the relevant administrative authority for market regulation after the execution of this Agreement, and the Pledgor warrant, in accordance with the reasonable request of the Pledgee, to take all necessary actions and execute all necessary documents (including, without limitation, any supplement hereto) to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity as well as the exercise and realization by the Pledgee of such rights and interests. 9.7 Should the exercise of the pledge rights hereunder result in an assignment of any Pledged Equity, the Pledgor warrants that it will take all actions to realize such assignment. 9.8 The Pledgor ensures that the shareholder’s resolutions adopted, convening procedures of, the methods of voting at and the contents of the shareholders’ meeting (as applicable) and board meetings of the Company held in connection with the execution of this Agreement and the creation and exercise of the pledge rights hereunder shall not violate laws, administrative regulations or the articles of association of the Company. 9.9 Once the Pledgor knows or should have known any possible transfer of the Pledged Equity held by him to any third parties other than the Pledgee or any individual or entity designated by the Pledgee as a result of applicable PRC Laws or any judgment or award rendered by a court or arbitral body or for any other reasons, it shall notify the Pledgee immediately and without delay.
Appears in 1 contract
Samples: Equity Pledge Agreement (JOYY Inc.)
THE PLEDGORS. The Pledgor Pledgors hereby agree and irrevocably undertake to the Pledgee that:
9.1 Without prior written consent of the Pledgee, the Pledgor Pledgors will not create or permit to be created any new pledge or any other security interest on the Pledged Equity, and any pledge or any other security interest created on all or part of the Pledged Equity without prior written consent of the Pledgee shall be null and void.
9.2 Without prior written notice to and prior written consent of the Pledgee, (i) the Pledgor Pledgors will not assign or otherwise dispose of the Pledged Equity or request the Company to decrease its capital, and any of such actions taken by the Pledgor Pledgors without prior consent of the Pledgee shall be null and void; (ii) the Pledgor Pledgors will not assist or permit other existing shareholders (as applicable) to take any of the foregoing actions without prior written consent of the Pledgee. The proceeds received by the Pledgor Pledgors from the assignment or other disposal of the Pledged Equity shall be first applied towards early full repayment of the Secured Indebtedness to the Pledgee or deposited with a third party to be agreed with the Pledgee.
9.3 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the interests of the Pledgor Pledgors or the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity, the Pledgor warrants Pledgors warrant that it will notify the Pledgee in writing of the same as soon as possible and without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary actions to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity..
9.4 The Pledgor warrants Pledgors warrant that it shall complete the business term extension registration formalities of the Company within three (3) months prior to the expiry of the business term of the Company such that the validity of this Agreement shall be maintained.
9.5 The Pledgor Pledgors shall not do or permit to be done any act or action likely to have an adverse effect on the interests of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity.
9.6 The Pledgor Pledgors will use its best efforts and take all necessary measures to register the Equity Pledge hereunder as soon as possible with the relevant administrative authority for market regulation after the execution of this Agreement, and the Pledgor Pledgors warrant, in accordance with the reasonable request of the Pledgee, to take all necessary actions and execute all necessary documents (including, without limitation, any supplement hereto) to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity as well as the exercise and realization by the Pledgee of such rights and interests.
9.7 Should the exercise of the pledge rights hereunder result in an assignment of any Pledged Equity, the Pledgor warrants Pledgors warrant that it will take all actions to realize such assignment.
9.8 The Pledgor ensures Pledgors ensure that the shareholder’s resolutions adopted, convening procedures of, the methods of voting at and the contents of the shareholders’ meeting (as applicable) and board meetings of the Company held in connection with the execution of this Agreement and the creation and exercise of the pledge rights hereunder shall not violate laws, administrative regulations or the articles of association of the Company.
9.9 Once the Pledgor knows Pledgors know or should have known any possible transfer of the Pledged Equity held by him to any third parties other than the Pledgee or any individual or entity designated by the Pledgee as a result of applicable PRC Laws or any judgment or award rendered by a court or arbitral body or for any other reasons, it shall notify the Pledgee immediately and without delay.
Appears in 1 contract
Samples: Equity Pledge Agreement (JOYY Inc.)
THE PLEDGORS. The Pledgor Pledgors hereby agree and irrevocably undertake to the Pledgee that:
9.1 Without prior written consent of the Pledgee, the Pledgor Pledgors will not create or permit to be created any new pledge or any other security interest on the Pledged EquityInterest, and any pledge or any other security interest created on all or part of the Pledged Equity Interest without prior written consent of the Pledgee shall be null and void.
9.2 Without prior written notice to and prior written consent of the Pledgee, (i) the Pledgor Pledgors will not assign or otherwise dispose of the Pledged Equity Interest or request the Company Partnership to decrease its capital, and any of such actions taken by the Pledgor Pledgors without prior consent of the Pledgee shall be null and void; (ii) the Pledgor Pledgors will not assist or permit other existing shareholders partners (as applicable) to take any of the foregoing actions without prior written consent of the Pledgee. The proceeds received by the Pledgor Pledgors from the assignment or other disposal of the Pledged Equity Interest shall be first applied towards early full repayment of the Secured Indebtedness to the Pledgee or deposited with a third party to be agreed with the Pledgee.
9.3 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the interests of the Pledgor Pledgors or the Pledgee under the Transaction Agreements and this Agreement or on the Pledged EquityInterest, the Pledgor warrants Pledgors warrant that it will notify the Pledgee in writing of the same as soon as possible and without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary actions to ensure the Pledgee’s pledge rights and interests in and to the Pledged EquityInterest.
9.4 The Pledgor warrants Pledgors warrant that it shall complete the business term extension registration formalities of the Company Partnership within three (3) months prior to the expiry of the business term of the Company Partnership such that the validity of this Agreement shall be maintained.
9.5 The Pledgor Pledgors shall not do or permit to be done any act or action likely to have an adverse effect on the interests of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged EquityInterest.
9.6 The Pledgor Pledgors will use its best efforts and take all necessary measures to register the Equity Interest Pledge hereunder as soon as possible with the relevant administrative authority for market regulation after the execution of this Agreement, and the Pledgor Pledgors warrant, in accordance with the reasonable request of the Pledgee, to take all necessary actions and execute all necessary documents (including, without limitation, any supplement hereto) to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity Interest as well as the exercise and realization by the Pledgee of such rights and interests.
9.7 Should the exercise of the pledge rights hereunder result in an assignment of any Pledged EquityInterest, the Pledgor warrants Pledgors warrant that it will take all actions to realize such assignment.
9.8 The Pledgor ensures Pledgors ensure that the shareholderpartner’s resolutions adopted, convening procedures of, the methods of voting at and the contents of the shareholderspartners’ meeting (as applicable) and board meetings of the Company Partnership held in connection with the execution of this Agreement and the creation and exercise of the pledge rights hereunder shall not violate laws, administrative regulations or the articles of association of the CompanyPartnership.
9.9 Once the Pledgor knows Pledgors know or should have known any possible transfer of the Pledged Equity Interest held by him to any third parties other than the Pledgee or any individual or entity designated by the Pledgee as a result of applicable PRC Laws or any judgment or award rendered by a court or arbitral body or for any other reasons, it shall notify the Pledgee immediately and without delay.
9.10 Without prior written consent of the Pledgee, the Pledgors shall not take any measure to advise, claim or request amendment, revision, termination or change the limited partnership agreement of the Partnership, and shall not procure or agree the General Partner and/or the Partnership reach any ancillary agreement or supplemental agreement with the Pledgors in respect of the limited partnership agreement of the Partnership.
Appears in 1 contract
THE PLEDGORS. The Pledgor Pledgors hereby agree and irrevocably undertake to the Pledgee that:
9.1 Without prior written consent of the Pledgee, the Pledgor Pledgors will not create or permit to be created any new pledge or any other security interest on the Pledged Equity, and any pledge or any other security interest created on all or part of the Pledged Equity without prior written consent of the Pledgee shall be null and void.
9.2 Without prior written notice to and prior written consent of the Pledgee, (i) the Pledgor Pledgors will not assign or otherwise dispose of the Pledged Equity or request the Company to decrease its capital, and any of such actions taken by the Pledgor Pledgors without prior consent of the Pledgee shall be null and void; (ii) the Pledgor Pledgors will not assist or permit other existing shareholders (as applicable) to take any of the foregoing actions without prior written consent of the Pledgee. The proceeds received by the Pledgor Pledgors from the assignment or other disposal of the Pledged Equity shall be first applied towards early full repayment of the Secured Indebtedness to the Pledgee or deposited with a third party to be agreed with the Pledgee.
9.3 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the interests of the Pledgor Pledgors or the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity, the Pledgor warrants Pledgors warrant that it will notify the Pledgee in writing of the same as soon as possible and without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary actions to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity..
9.4 The Pledgor warrants Pledgors warrant that it shall complete the business term extension registration formalities of the Company within three (3) months prior to the expiry of the business term of the Company such that the validity of this Agreement shall be maintained.
9.5 The Pledgor Pledgors shall not do or permit to be done any act or action likely to have an adverse effect on the interests of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity.
9.6 The Pledgor Pledgors will use its best efforts and take all necessary measures to register the Equity Pledge hereunder as soon as possible with the relevant administrative authority for market regulation after the execution of this Agreement, and the Pledgor Pledgors warrant, in accordance with the reasonable request of the Pledgee, to take all necessary actions and execute all necessary documents (including, without limitation, any supplement hereto) to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity as well as the exercise and realization by the Pledgee of such rights and interests.
9.7 Should the exercise of the pledge rights hereunder result in an assignment of any Pledged Equity, the Pledgor warrants Pledgors warrant that it will take all actions to realize such assignment.
9.8 The Pledgor ensures Pledgors ensure that the shareholder’s resolutions adopted, convening procedures of, the methods of voting at and the contents of the shareholders’ meeting (as applicable) and board meetings of the Company held in connection with the execution of this Agreement and the creation and exercise of the pledge rights hereunder shall not violate laws, administrative regulations or the articles of association of the Company.
9.9 Once the Pledgor knows Pledgors know or should have known any possible transfer of the Pledged Equity held by him to any third parties other than the Pledgee or any individual or entity designated by the Pledgee as a result of applicable PRC Laws or any judgment or award rendered by a court or arbitral body or for any other reasons, it shall notify the Pledgee immediately and without delay.
Appears in 1 contract
Samples: Equity Pledge Agreement (JOYY Inc.)
