Undertakings of Party B. As the target enterprise of the Pledged Equities, Party B undertakes to the Pledgee that: 11.1 Without the prior written consent of the Pledgee, it will not help or permit the Pledgor to create any new pledge or any other security interests on the Pledged Equities. 11.2 Without the prior written consent of the Pledgee, it will not help or permit the Pledgor to transfer the Pledged Equities. 11.3 When there is any lawsuit, arbitration or other claim which may have adverse effects on Party B, the Pledged Equities or the interests of the Pledgee under the VIE Agreements, Party B assures that it will timely notify the Pledgee in writing as soon as possible, and as reasonably requested by the Pledgee, take all necessary measures to ensure the pledge interests of the Pledgee in the Pledged Equities. 11.4 Party B shall not engage in or permit any action or act that may have adverse effects on the interests or Pledged Equities of the Pledgee under the VIE Agreements. 11.5 Party B assures that, as reasonably requested by the Pledgee, it will take all measures and execute all documents (including but not limited to the supplements to this Agreement) necessary to ensure the pledge interests of the Pledgee in the Pledged Equities and the exercise and realization of such rights. 11.6 When the exercise of the pledge rights hereunder causes any transfer of the Pledged Equities, Party B assures that it will take all measures to realize such equity transfer.
Appears in 3 contracts
Samples: Equity Pledge Agreement, Equity Pledge Agreement (Four Seasons Education (Cayman) Inc.), Equity Pledge Agreement (Four Seasons Education (Cayman) Inc.)
Undertakings of Party B. As the target enterprise of the Pledged Equities, Party B undertakes to the Pledgee that:
11.1 Without the prior written consent of the Pledgee, it will not help or permit the Pledgor Pledgors to create any new pledge or any other security interests on the Pledged Equities.
11.2 Without the prior written consent of the Pledgee, it will not help or permit the Pledgor Pledgors to transfer the Pledged Equities.
11.3 When there is any lawsuit, arbitration or other claim which may have adverse effects on Party B, the Pledged Equities or the interests of the Pledgee under the VIE Agreements, Party B assures that it will timely notify the Pledgee in writing as soon as possible, and as reasonably requested by the Pledgee, take all necessary measures to ensure the pledge interests of the Pledgee in the Pledged Equities.
11.4 Party B shall not engage in or permit any action or act that may have adverse effects on the interests or Pledged Equities of the Pledgee under the VIE Agreements.
11.5 Party B assures that, as reasonably requested by the Pledgee, it will take all measures and execute all documents (including but not limited to the supplements to this Agreement) necessary to ensure the pledge interests of the Pledgee in the Pledged Equities and the exercise and realization of such rights.
11.6 When the exercise of the pledge rights hereunder causes any transfer of the Pledged Equities, Party B assures that it will take all measures to realize such equity transfer. As the organizer of the Schools, Party B undertakes to the Pledgee that:
11.7 From the date of this Agreement, unless with the prior written consent of the Pledgee, it will not sell, transfer, assign or otherwise dispose its organizer’s interests in the Schools, nor create any encumbrance over its organizer’s interests in the Schools at any time from the date of this Agreement; whether the written consent of the Pledgee is obtained or not, if Party B should collect relevant proceeds from a third party by the reason of sale, transfer, assignment or otherwise disposal of its organizer’s interests in the Schools, subject to the compulsory provisions of the laws of the PRC, such proceeds shall be provided to jointly and severally guarantee the performance of the Contractual Obligations and the payment of the Secured Debts, and the Pledgee shall have the right to unilaterally execute and perform the receivables pledge contract on behalf of Party B, timely handle the receivables pledge registration and other necessary legal procedures, and then have the priority right to be repaid with respect to the relevant receivables; whether the written consent of the Pledgee is obtained or not, if Party B receives cash consideration from a third party by the reason of sale, transfer, assignment or otherwise disposal of its organizer’s interests in the Schools, subject to the compulsory provisions of the laws of the PRC, Party B shall immediately lodge such cash with the third party (including the notary organs) designated by the Pledgee on a gratuitous and unconditional basis to provide joint and several liability guarantee for the performance of the Contractual Obligations and the payment of the Secured Debts.
11.8 Without the prior written consent of the Pledgee, it will not or agree to increase or decrease the organizer’s capital contribution to the Schools;
11.9 Without the prior written consent of the Pledgee, it will not agree or procure the division of the Schools or merger of the Schools with other entities;
11.10 Without the prior written consent of the Pledgee, it will not procure or agree the declaration of distribution or actual award of any reasonable distributable returns by the Schools; any reasonable returns distributed in violation of the aforesaid provisions shall belong to the Pledgee unconditionally all the time, and the Pledgee shall have the right to lawfully request full return/payment by Party B and/or the Schools;
11.11 Without the prior written consent of the Pledgee, it will not procure or agree the Schools to amend their articles of association;
11.12 It must use its best efforts to develop the business of the Schools, and ensure the lawful and compliant operation of the Schools, and it will not engage in any action or omission that may damage the assets or goodwill or affects the validity of the operational licenses of the Schools;
Appears in 1 contract
Samples: Equity Pledge Agreement
Undertakings of Party B. As the target enterprise of the Pledged Equities, Party B undertakes to the Pledgee that:
11.1 Without the prior written consent of the Pledgee, it will not help or permit the Pledgor Pledgors to create any new pledge or any other security interests on the Pledged Equities.
11.2 Without the prior written consent of the Pledgee, it will not help or permit the Pledgor Pledgors to transfer the Pledged Equities.
11.3 When there is any lawsuit, arbitration or other claim which may have adverse effects on Party B, the Pledged Equities or the interests of the Pledgee under the VIE Agreements, Party B assures that it will timely notify the Pledgee in writing as soon as possible, and as reasonably requested by the Pledgee, take all necessary measures to ensure the pledge interests of the Pledgee in the Pledged Equities.
11.4 Party B shall not engage in or permit any action or act that may have adverse effects on the interests or Pledged Equities of the Pledgee under the VIE Agreements.
11.5 Party B assures that, as reasonably requested by the Pledgee, it will take all measures and execute all documents (including but not limited to the supplements to this Agreement) necessary to ensure the pledge interests of the Pledgee in the Pledged Equities and the exercise and realization of such rights.
11.6 When the exercise of the pledge rights hereunder causes any transfer of the Pledged Equities, Party B assures that it will take all measures to realize such equity transfer. As the organizer of the Schools, Party B undertakes to the Pledgee that:
11.7 From the date of this Agreement, unless with the prior written consent of the Pledgee, it will not sell, transfer, assign or otherwise dispose its organizer’s interests in the Schools, nor create any encumbrance over its organizer’s interests in the Schools at any time from the date of this Agreement; whether the written consent of the Pledgee is obtained or not, if Party B should collect relevant proceeds from a third party by the reason of sale, transfer, assignment or otherwise disposal of its organizer’s interests in the Schools, subject to the compulsory provisions of the laws of the PRC, such proceeds shall be provided to jointly and severally guarantee the performance of the Contractual Obligations and the payment of the Secured Debts, and the Pledgee shall have the right to unilaterally execute and perform the receivables pledge contract on behalf of Party B, timely handle the receivables pledge registration and other necessary legal procedures, and then have the priority right to be repaid with respect to the relevant receivables; whether the written consent of the Pledgee is obtained or not, if Party B receives cash consideration from a third party by the reason of sale, transfer, assignment or otherwise disposal of its organizer’s interests in the Schools, subject to the compulsory provisions of the laws of the PRC, Party B shall immediately lodge such cash with the third party (including the notary organs) designated by the Pledgee on a gratuitous and unconditional basis to provide joint and several liability guarantee for the performance of the Contractual Obligations and the payment of the Secured Debts.
11.8 Without the prior written consent of the Pledgee, it will not or agree to increase or decrease the organizer’s capital contribution to the Schools;
11.9 Without the prior written consent of the Pledgee, it will not agree or procure the division of the Schools or merger of the Schools with other entities;
11.10 Without the prior written consent of the Pledgee, it will not procure or agree the declaration of distribution or actual award of any reasonable distributable returns by the Schools; any reasonable returns distributed in violation of the aforesaid provisions shall belong to the Pledgee unconditionally all the time, and the Pledgee shall have the right to lawfully request full return/payment by Party B and/or the Schools;
11.11 Without the prior written consent of the Pledgee, it will not procure or agree the Schools to amend their articles of association;
11.12 It must use its best efforts to develop the business of the Schools, and ensure the lawful and compliant operation of the Schools, and it will not engage in any action or omission that may damage the assets or goodwill or affects the validity of the operational licenses of the Schools;
11.13 Without prejudice to Party B’s organizer’s interests in the Schools, it will execute all necessary documents to own and maintain its organizer’s interests in the Schools;
11.14 If the performance by the Schools of the obligations under the VIE Agreements requires Party B to take any action in the capacity of the organizer of the Schools, Party B shall take all actions to assist the Schools in performing their obligations hereunder; and
11.15 To the extent of its authority as the organizer of the Schools and subject to the VIE Agreements, it will procure the directors or council members appointed by it to exercise all rights pursuant to the provisions of this Agreement in the Schools so that the Schools could perform their obligations provided herein. If any director or council member fails to exercise its rights as required above, such director or council member will be replaced immediately. The Pledgors agree Party B to make the above undertakings to the Pledgee, and agree to procure and ensure Party B to realize the above undertakings.
Appears in 1 contract
Samples: Equity Pledge Agreement (Four Seasons Education (Cayman) Inc.)
