Common use of UNDERTAKINGS OF THE PLEDGOR Clause in Contracts

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor undertakes to the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC laws. 6.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt herein, she will honestly execute and procure other parties who have an interest in the Pledge Right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right which it thinks necessary within a reasonable time. 6.5 The Pledgor undertakes to the Pledgee that she will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contracts, representations and conditions. If the Pledgor does not perform or fully perform her warranties, undertakings, contracts, representations and conditions, she will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 3 contracts

Samples: Equity Pledge Contract (Agria Corp), Equity Pledge Contract (Agria Corp), Equity Pledge Contract (Agria Corp)

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UNDERTAKINGS OF THE PLEDGOR. In addition The Pledgor hereby severally and jointly undertakes to the obligations specified in the other provisions hereof, the Pledgor undertakes Pledgee as follows: 6.1 During 8.1 Without the term hereof, the Pledgor undertakes to the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to prior written consent by the Pledgee, the Pledgor shall not, not create or permit the creation of any new pledge or any other encumbrance on the Pledged Property; pledge or any other encumbrance on the whole or part of the Pledged Property created without the prior written consent by the Pledgee shall be null and void. 8.2 Without prior written notice to the Pledgee and the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Property, and any attempt by the Pledgor to transfer the Pledged Property shall be null and void. The proceeds from transfer of the Pledged Property by the Pledgor shall be used for the repayment in advance of the Guaranteed Liabilities or for escrow to a third party agreed to by the Pledgee. 8.3 In case of any litigation, arbitration or other demand which may have a detrimental effect on the interest of the Pledgor or the Pledgee under this Agreement or the Pledged Property, the Pledgor undertakes to notify the Pledgee in writing in a timely manner and shall take, according to the reasonable requirements of the Pledgee, transfer all necessary measures to ensure the Equity Interest, nor create pledge interest of the Pledgee in the Pledged Property. 8.4 The Pledgor shall not conduct or permit any act or action which may have a detrimental effect on the existence interest of any pledge which might affect the rights and interests Pledgee under this Agreement or the Pledged Property. 8.5 The Pledgor guarantees that it shall, according to the reasonable requirements of the Pledgee, nor procure take all necessary measures and execute all necessary documents (including but not limited to supplementary agreement hereto) so as to ensure the pledge interest of the Pledgee in the Pledged Property and the exercise and realization of such rights. 8.6 In the event of any resolution in relation transfer of any Pledged Property resulting from the exercise of the right to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgeehereunder, the Pledgor guarantees that it shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory take all necessary measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC laws. 6.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve the security for the repayment realization of the Secured Debt herein, she will honestly execute and procure other parties who have an interest in the Pledge Right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contractsuch transfer. 6.4 The Pledgor undertakes to the Pledgee that she will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right which it thinks necessary within a reasonable time. 6.5 The Pledgor undertakes to the Pledgee that she will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contracts, representations and conditions. If the Pledgor does not perform or fully perform her warranties, undertakings, contracts, representations and conditions, she will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 2 contracts

Samples: Equity Interest Pledge Agreement (Tudou Holdings LTD), Equity Interest Pledge Agreement (Tudou Holdings LTD)

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 7.1 During the term hereofof the Agreement, the Pledgor pledgor undertakes to the Pledgee for its benefit thatpledgee that it shall: 6.1.1 save for 7.1.1 Except the transfer of the Equity Interest equity to the Pledgee, pledgee or its designated personnel in accordance with the Pledgor shall notExclusive Option Agreement, without the prior written consent of the Pledgee, pledgee: A. Not transfer the Equity Interestequity, nor create or permit establish or allow the existence of any pledge or other forms of guarantee which might may affect the rights and interests of the Pledgeepledgee; B. Not take any acts which have reduced or may reduce the value of the pledged equity, nor procure any resolution or endanger the validity of the pledge hereunder. In case of obvious decrease in relation the value of the pledged equity which is sufficient to endanger the right of the pledgee, the pledgor shall immediately notify the pledgee and provide other properties satisfactory to the sale/transfer/pledge or disposal by other means pledgee as guarantee upon the reasonable request of the legal pledgee, and beneficial interest in any Equity Interest of Guanli take necessary actions to solve the above events or permitting reduce the creation of any other security interests over it to be passed at a shareholders’ meeting adverse effects. The pledgor further warrants that, during the validity period of the company; unless with Agreement, the prior written consent operation of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor Domestic Company shall comply with laws of the PRC in all material aspects and maintain the continuous validity of all business licenses and qualifications of the Domestic Company. 7.1.2 Comply with and implement all provisions of relevant laws and regulations relevant with respect to the pledge of rights. The Pledgor shall, within five (5) days of submit the receipt of any notices, orders instructions or recommendations given suggestions from or made by the relevant competent authority authorities with respect to the Pledge Rightpledge right to the pledgee within five days upon receipt, present the comply with above notices, orders instructions or recommendations to the Pledgeesuggestions, and shall comply with the same or raise make objections and make representations statements in respect of the above matters as reasonably required by at the reasonable request of the pledgee or with the consent of the Pledgee.pledgee; 6.1.4 the Pledgor shall promptly 7.1.3 Timely notify the Pledgee of any event pledgee events which might have effects on may affect the Equity Interest of the Pledgor pledged equity or its any part of her right rights, or any the notice received in connection therewith, as well as with this; and any event which might events that may change any warranty and obligation warranty, obligations of the Pledgor as created by this Contract pledgor under the Agreement or might have effects on it may affect the performance of the pledgor’s obligations under the Agreement, or any the notice received in connection therewithwith this. 6.2 7.2 The Pledgor pledgor agrees that that, the Pledgee right for the pledgee exercising its pledge right it obtained under the Agreement shall not be interrupted nor impeded by any legal proceedings instituted or obstructed by the Pledgor pledgor or any successors of the Pledgor its successor or any person authorized by the Pledgor principal or any other persons when it exercises its rights on the pledge pursuant through legal procedures. 7.3 The pledgor warrants to the provisions hereof and within the scope permitted by the PRC laws. 6.3 The Pledgor undertakes to the Pledgee pledgee that, in order to protect or improve perfect the security for the repayment interest of the Secured Debt hereinpledgee hereunder, she the pledgor will honestly execute sign in good faith and procure cause other parties who which have an interest interests in the Pledge Right pledge right to execute sign all title certificates of rights and contracts covenants required by the Pledgeepledgee, and/or perform and procure cause other interested parties which have interests to perform all acts actions required by the Pledgeepledgee, and facilitate provide convenience for the exercise of any right rights and authorization conferred authorizations granted to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she will execute pledgee hereunder, sign all change documents in relation to the change of share connection with equity certificates (if applicable and necessary) with the Pledgee pledgee or any its designated person designated by it (natural person/legal person), and shall provide the Pledgee pledgee with all notices, orders and decisions in relation related to the Pledge Right which it pledge right as the pledgee thinks necessary within a reasonable timeperiod. 6.5 7.4 The Pledgor undertakes pledgor warrants to the Pledgee pledgee that she will, for the interest of the Pledgee, observe pledgor will follow and perform all warranties, undertakings, contracts, representations statements and conditionsconditions for the benefit of the pledgee. If the Pledgor does not pledgor fails to perform all or fully perform her part of its warranties, undertakings, contracts, representations statements and conditions, she will indemnify the Pledgee pledgor shall compensate the pledgee for all losses suffered by it arising therefrom. 7.5 The pledgor warrants to the pledgee that, the pledgor and other shareholders shall be jointly and severally liable for the obligations hereunder. 7.6 Due to the equity transfer caused by the exercise of pledge by the pledgee, the pledgor irrevocably agrees to waive the preemptive right to the pledge the pledged equity to the pledgee by other shareholders of the Domestic Company.

Appears in 2 contracts

Samples: Equity Pledge Agreement (LightInTheBox Holding Co., Ltd.), Equity Pledge Agreement (LightInTheBox Holding Co., Ltd.)

UNDERTAKINGS OF THE PLEDGOR. In addition to 8.1 The Pledgor, for the obligations specified in benefit of the other provisions hereofPledgee, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor hereby undertakes to the Pledgee for its benefit that, during the duration of this Agreement, the Pledgor shall: 6.1.1 save for (1) Complete the transfer registration of the Equity Interest to Pledge under this Agreement in the Pledgee, administrative department for industry and commerce in accordance with the Pledgor shall not, provisions of this Agreement; (2) Not transfer its equity interests or create or permit the existence of any new pledges or other security interests on the Pledged Equity Interests that may affect the rights and interests of the Pledgee without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including ; (but not limited to3) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply Comply with and implement all laws and regulations relevant relating to the pledge of rights. The Pledgor shall, and within five (5) days of the after receipt of any notices, orders or recommendations given proposals issued or made formulated by the relevant competent authority with in respect of the pledge, produce to the Pledge Right, present Pledgee and comply with the above notices, orders or recommendations to the Pledgee, and shall comply with the same proposals or raise make objections and make representations in respect of the above matters as reasonably required by notices, orders or proposals at the reasonable request of the Pledgee or with the consent of the Pledgee.; 6.1.4 (4) Promptly notify the Pledgor shall Pledgee of any events or notices received by it which may have an impact on the Pledgor’s rights to and in the equity interests or any part thereof, and promptly notify the Pledgee of any event which might have effects on the Equity Interest of change by the Pledgor of any warranties and obligations as set out in this Agreement or any part of her right events or any notice notices received in connection therewith, as well as any event by it which might change any warranty and obligation of the Pledgor as created by this Contract or might may have effects an impact on it or any notice received in connection therewiththem. 6.2 8.2 The Pledgor agrees undertakes that any exercise by the Pledgee of its rights in accordance with the terms of this Agreement shall not be interrupted nor impeded by any legal proceedings instituted or hampered by the Pledgor or any of its successors of the Pledgor or any person authorized by the Pledgor entrusted persons or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC lawsthrough legal proceedings. 6.3 8.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve perfect the security guarantee for the repayment obligations of the Secured Debt Pledgor and Fangdd under the Master Agreement as set out herein, she will honestly execute the Pledgor shall sign in good faith and procure cause other parties who have an interest are interested in the Pledge Right pledge to execute sign all title certificates and contracts deeds required by the Pledgee, Pledgee and/or perform and procure cause other parties who are interested parties in the pledge to perform all acts required by the Pledgee, Pledgee and facilitate the exercise of any right rights and authorization authority conferred to on the Pledgee by under this ContractAgreement. 6.4 8.4 The Pledgor undertakes to the Pledgee that she will execute it shall sign all change documents in relation to the change of share certificates (if applicable and necessary) relating to the equity interest certificate with the Pledgee or any person its designated by it persons (natural personnatural/legal person), persons) and that it shall provide the Pledgee with all such notices, orders and decisions in relation to on the Pledge Right which it thinks pledge as the Pledgee considers necessary within a reasonable period of time. 6.5 8.5 The Pledgor undertakes to the Pledgee that she willthat, for the interest benefit of the Pledgee, observe it shall comply with and perform all its warranties, undertakings, contractsagreements, representations and conditions. If the Pledgor does not fails to comply with, perform or fully perform her its warranties, undertakings, contractsagreements, representations and conditions, she will indemnify the Pledgor shall compensate the Pledgee for all reasonable losses suffered by it arising therefrom. 8.6 The Pledgor shall not do or permit any acts or actions which may adversely affect the interests or Pledged Equity Interests of the Pledgee under any transaction agreement and this Agreement. The Pledgor shall waive its pre-emptive right at the time of realization of the pledge by the Pledgee.

Appears in 2 contracts

Samples: Equity Interest Pledge Agreement (Fangdd Network Group Ltd.), Equity Interest Pledge Agreement (Fangdd Network Group Ltd.)

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor undertakes to the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli Zhongguan or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the companyZhongguan; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of GuanliZhongguan/procure any director of Guanli Zhongguan nominated by her to vote at a board meeting of Guanli Zhongguan and/or by other means to object Guanli Zhongguan to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC laws. 6.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt herein, she will honestly execute and procure other parties who have an interest in the Pledge Right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right which it thinks necessary within a reasonable time. 6.5 The Pledgor undertakes to the Pledgee that she will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contracts, representations and conditions. If the Pledgor does not perform or fully perform her warranties, undertakings, contracts, representations and conditions, she will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 2 contracts

Samples: Equity Pledge Contract (Agria Corp), Equity Pledge Contract (Agria Corp)

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor undertakes to the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli Zhongguan or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of GuanliZhongguan/procure any director of Guanli Zhongguan nominated by her to vote at a board meeting of Guanli Zhongguan and/or by other means to object Guanli Zhongguan to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC laws. 6.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt herein, she will honestly execute and procure other parties who have an interest in the Pledge Right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right which it thinks necessary within a reasonable time. 6.5 The Pledgor undertakes to the Pledgee that she will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contracts, representations and conditions. If the Pledgor does not perform or fully perform her warranties, undertakings, contracts, representations and conditions, she will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 1 contract

Samples: Equity Pledge Contract (Agria Corp)

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 During the term hereofexistence of this Agreement, the Pledgor undertakes to Party A that the Pledgee for its benefit thatPledgor shall: 6.1.1 save without the prior written consent of Party A, not transfer the Equity Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the Pledgee, the Pledgor shall not, without the prior written consent request of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect Party A,except the rights and interests agreed in the Equity Option Agreement and Power of Attorney; 6.1.2 comply with and implement the Pledgeeprovisions of all relevant applicable laws and regulations, nor procure any resolution in relation to and upon the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation receipt of any other security interests over it to be passed at a shareholders’ meeting of notice, instruction or recommendation issued or formulated by the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments relevant authorities in respect of the Equity Interest pledged.Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A; 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee Party A of any event or notice received which might have effects on may affect the Equity Interest of the Pledgor or the rights in respect of any part portion of her right the Equity Interest and any event or any relevant notice received in connection therewith, as well as any event which might may change any warranty and obligation of the Pledgor as created Pledgor’s obligations herein or affect the performance of the obligations herein by this Contract or might have effects on it or any notice received the Pledgor, and shall act in connection therewith.accordance with the reasonable instructions of Party A. 6.2 The Pledgor agrees that the Pledgee exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted nor impeded by any legal proceedings instituted or interfered by the Pledgor or any their successors of the Pledgor or any person authorized by the Pledgor assignees or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC lawsperson. 6.3 The Pledgor undertakes warrants to the Pledgee Party A that, in order to protect or improve the security collateral under this Agreement for the repayment obligations of the Secured Debt hereinPledgor and/or Hulian Xincheng under the Agreements, she will honestly the Pledgor shall make all necessary amendments (if applicable) to the articles of association of Hulian Xincheng, faithfully execute and procure other parties who have an interest in the Pledge Right to execute all title certificates of rights and contracts deeds required by the Pledgee, Party A and/or perform and procure other interested parties who have an interests in the Pledge to perform take all acts actions required by the PledgeeParty A, and facilitate the exercise of any right and authorization conferred to the Pledgee Pledge by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she will execute Party A, sign all modification documents in relation to the change of share equity certificates (if applicable with Party A and necessary) with the Pledgee or any person third party designated by it (natural person/legal person), Party A and shall provide the Pledgee Party A with all notices, orders and decisions documents in relation to respect of the Pledge Right which it thinks Party A deems necessary within a reasonable time.period. ​ ​ 6.5 6.4 The Pledgor undertakes warrants to the Pledgee that she willParty A that, for the interest benefits of Party A, the Pledgee, observe Pledgor shall comply with and perform all of the warranties, undertakings, contracts, representations covenants and conditionsrepresentations. If the Pledgor does not fails to perform or to fully perform her their warranties, undertakings, contractscovenants and representations, representations and conditions, she will indemnify the Pledgee Pledgor shall compensate Party A for all the losses suffered sustained by it arising therefromParty A as a result thereof.

Appears in 1 contract

Samples: Equity Pledge Agreement (VNET Group, Inc.)

UNDERTAKINGS OF THE PLEDGOR. In addition to 6.1. During the obligations specified in the other provisions hereofexistence of this Agreement, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor undertakes to with the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, (a) without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure will not transfer the Pledged Equities, or establish or allow any director of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose other form of any guarantee that may affect the rights and interests of its major assets, including the Pledgee; (but not limited tob) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall will comply with and implement the provisions of all laws and regulations relevant to the concerning pledge of rights. The Pledgor shall, within five (5) days and upon receipt of the receipt of any noticesnotice, orders instruction or recommendations given suggestion issued or made formulated by the relevant competent authority with respect to on the Pledge RightPledge, present the above noticessaid notice, orders instruction or recommendations suggestion to the PledgeePledgee within five days thereafter, and shall at the same time comply with the same such notice, instruction or suggestion, or raise objections and make representations in respect of statements on the above matters as reasonably required by according to the reasonable requirements of the Pledgee or with the consent of the Pledgee.; 6.1.4 (c) the Pledgor shall promptly will notify the Pledgee in a timely manner of any event which might have effects on or received notice that may affect the Equity Interest of rights to the Pledgor Pledged Equities or any part of her right or any notice received in connection therewiththereof, as well as and any event which might or received notice that may change any warranty the Pledgor’s warranties and obligation obligations hereunder, or may affect the Pledgor’s performance of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewiththeir obligations hereunder. 6.2 6.2. The Pledgor agrees that the Pledgee Pledgee’s right to exercise the Pledge obtained in accordance with the terms of this Agreement shall not be interrupted nor impeded by any legal proceedings instituted or hindered by the Pledgor or any their successors of the Pledgor or any person authorized by the Pledgor clients or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted person by the PRC lawslegal proceedings. 6.3 6.3. The Pledgor undertakes warrants to the Pledgee that, that in order to protect or improve perfect the Pledgee’s security for interests hereunder, the repayment of the Secured Debt herein, she Pledgor will honestly execute sign and procure cause other parties who have an interest having interests in the Pledge Right to execute sign all title the right certificates and contracts required by the Pledgeecontracts, and/or perform and procure cause other interested parties to perform all the acts required by the Pledgee, and facilitate provide convenience for the exercise of any right the rights and authorization conferred granted to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she will execute hereunder, sign all documents in relation to on the change of share the equity certificates (if applicable and necessary) with the Pledgee or any its designated person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to on the Pledge Right which it thinks that the Pledgee deems necessary within a reasonable period of time. 6.5 6.4. The Pledgor undertakes warrants to the Pledgee that she will, for the interest of the Pledgee, observe Pledgor will abide by and perform all warranties, undertakings, contractsagreements, representations and conditionsconditions for the benefit of the Pledgee. If the Pledgor does not fails to perform or fails to fully perform her their warranties, undertakings, contractsagreements, representations and conditions, she will indemnify they shall compensate the Pledgee for all losses suffered incurred by it the Pledgee arising therefrom. 6.5. The Pledgor warrants to the Pledgee that the Pledgor, together with other shareholders, shall be jointly and severally liable for their obligations hereunder. 6.6. The Pledgor irrevocably agrees to waive the preemptive right with respect to the transfer of the Pledged Equities pledged to the Pledgee by other shareholders of the Domestically-funded Company due to the Pledgee’s exercise of the Pledge.

Appears in 1 contract

Samples: Equity Interest Pledge Agreement (Meili Auto Holdings LTD)

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor undertakes to the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli P3A or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of GuanliP3A/procure any director of Guanli P3A nominated by her him to vote at a board meeting of Guanli P3A and/or by other means to object Guanli P3A to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her his efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her his right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC laws. 6.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt herein, she he will honestly execute and procure other parties who have an interest in the Pledge Right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she he will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right which it thinks necessary within a reasonable time. 6.5 The Pledgor undertakes to the Pledgee that she he will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contracts, representations and conditions. If the Pledgor does not perform or fully perform her his warranties, undertakings, contracts, representations and conditions, she he will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 1 contract

Samples: Equity Pledge Contract (Agria Corp)

UNDERTAKINGS OF THE PLEDGOR. In addition to 8.1 The Pledgor, for the obligations specified in benefit of the other provisions hereofPledgee, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor hereby undertakes to the Pledgee for its benefit that, during the duration of this Agreement, the Pledgor shall: 6.1.1 save for (1) Complete the transfer registration of the Equity Interest to Pledge under this Agreement in the Pledgee, administrative department for industry and commerce in accordance with the Pledgor shall not, provisions of this Agreement; (2) Not transfer its equity interests or create or permit the existence of any new pledges or other security interests on the Pledged Equity Interests that may affect the rights and interests of the Pledgee without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including ; (but not limited to3) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply Comply with and implement all laws and regulations relevant relating to the pledge of rights. The Pledgor shall, and within five (5) days of the after receipt of any notices, orders or recommendations given proposals issued or made formulated by the relevant competent authority with in respect of the pledge, produce to the Pledge Right, present Pledgee and comply with the above notices, orders or recommendations to the Pledgee, and shall comply with the same proposals or raise make objections and make representations in respect of the above matters as reasonably required by notices, orders or proposals at the reasonable request of the Pledgee or with the consent of the Pledgee.; 6.1.4 (4) Promptly notify the Pledgor shall Pledgee of any events or notices received by it which may have an impact on the Pledgor’s rights of the equity interests or any part thereof, and promptly notify the Pledgee of any event which might have effects on the Equity Interest of change by the Pledgor of any warranties and obligations as set out in this Agreement or any part of her right events or any notice notices received in connection therewith, as well as any event by it which might change any warranty and obligation of the Pledgor as created by this Contract or might may have effects an impact on it or any notice received in connection therewiththem. 6.2 8.2 The Pledgor agrees undertakes that any exercise by the Pledgee of its rights in accordance with the terms of this Agreement shall not be interrupted nor impeded by any legal proceedings instituted or hampered by the Pledgor or any of its successors of the Pledgor or any person authorized by the Pledgor entrusted persons or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC lawsthrough legal proceedings. 6.3 8.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve perfect the security guarantee for the repayment obligations of the Secured Debt Pledgor and Fangdd under the Master Agreement as set out herein, she will honestly execute the Pledgor shall sign in good faith and procure cause other parties who have an interest are interested in the Pledge Right pledge to execute sign all title certificates and contracts deeds required by the Pledgee, Pledgee and/or perform and procure cause other parties who are interested parties in the pledge to perform all acts required by the Pledgee, Pledgee and facilitate the exercise of any right rights and authorization authority conferred to on the Pledgee by under this ContractAgreement. 6.4 8.4 The Pledgor undertakes to the Pledgee that she will execute it shall sign all change documents in relation to the change of share certificates (if applicable and necessary) relating to the equity interest certificate with the Pledgee or any person its designated by it persons (natural personnatural/legal person), persons) and that it shall provide the Pledgee with all such notices, orders and decisions in relation to on the Pledge Right which it thinks pledge as the Pledgee considers necessary within a reasonable period of time. 6.5 8.5 The Pledgor undertakes to the Pledgee that she willthat, for the interest benefit of the Pledgee, observe it shall comply with and perform all its warranties, undertakings, contractsagreements, representations and conditions. If the Pledgor does not fails to comply with, perform or fully perform her its warranties, undertakings, contractsagreements, representations and conditions, she will indemnify the Pledgor shall compensate the Pledgee for all reasonable losses suffered by it arising therefrom. 8.6 The Pledgor shall not conduct or permit any acts or actions which may adversely affect the interests or Pledged Equity Interests of the Pledgee under any transaction agreement and this Agreement. The Pledgor shall waive its pre-emptive right at the time of realization of the pledge by the Pledgee.

Appears in 1 contract

Samples: Equity Interest Pledge Agreement (Fangdd Network Group Ltd.)

UNDERTAKINGS OF THE PLEDGOR. In addition Each Pledgor hereby undertakes to the obligations specified in the other provisions hereof, the Pledgor undertakes Pledgee separately as follows: 6.1 During the term hereof, the Pledgor undertakes to the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the 9.1 The Pledgor shall not, not create or permit the creation of any new pledge or any other security interest over the pledged equity without the prior written consent of the Pledgee, and any pledge or any other security interest over all or part of the pledged equity without prior written consent of the Pledgee shall be null and void. 9.2 The Pledgor shall not transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights pledged equity without prior written notice to and interests prior written consent of the Pledgee, nor procure any resolution in relation and all proposed transfers of the pledged equity by the Pledgor shall be null and void. The proceeds from the transfer of the pledged equity by the Pledgor shall first be used to pay off the secured debts to the sale/transfer/pledge Pledgee in advance or disposal by to deposit it with a third party as agreed with the Pledgee. 9.3 In the event of any legal proceedings, arbitration or other means claims which may adversely affect the interests or the pledged equity of the legal Pledgor or the Pledgee under the transaction agreement and beneficial interest this Agreement, the Pledgor undertakes to notify the Pledgee in writing as soon as possible and in a timely manner and to take all necessary measures to secure the Pledgee’s pledge interests in the pledged equity upon reasonable request of the Pledgee. 9.4 The Pledgor shall not perform or permit any Equity Interest act or action that may adversely affect the Pledgee’s interests or pledged equity under the transaction agreement and this Agreement. And each Pledgor waives the right of Guanli or permitting first refusal in the event that the Pledgee realizes its pledge. 9.5 The Pledgor undertakes to take all necessary measures and execute all necessary documents (including but not limited to supplements hereto) as reasonably requested by the Pledgee, so as to ensure the Pledgee’s pledge interests in the pledged equity and the exercise and realization of such rights. 9.6 If any transfer of the pledged equity arises from the exercise of the pledge rights hereunder, the Pledgor undertakes to take all measures to effect such transfer. 9.7 The Pledgor ensures that the convening procedures, voting methods and contents of the Company’s shareholders’ meetings and board meetings convened for the purpose of the signing hereof, and the creation of any other security interests over it to be passed at a shareholders’ meeting and the exercise of the company; unless with pledge do not violate laws, administrative regulations or the Articles of Association of the Company. 9.8 Unless prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her not be entitled to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of assign any of its major assets, including (but not limited to) any intellectual property rightsrights and obligations hereunder. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC laws. 6.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt herein, she will honestly execute and procure other parties who have an interest in the Pledge Right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right which it thinks necessary within a reasonable time. 6.5 The Pledgor undertakes to the Pledgee that she will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contracts, representations and conditions. If the Pledgor does not perform or fully perform her warranties, undertakings, contracts, representations and conditions, she will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 1 contract

Samples: Equity Pledge Agreement (Viomi Technology Co., LTD)

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UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor undertakes to the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her him to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her his efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her his right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC laws. 6.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt herein, she will honestly execute and procure other parties who have an interest in the Pledge Right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right which it thinks necessary within a reasonable time. 6.5 The Pledgor undertakes to the Pledgee that she will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contracts, representations and conditions. If the Pledgor does not perform or fully perform her his warranties, undertakings, contracts, representations and conditions, she will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 1 contract

Samples: Equity Pledge Contract (Agria Corp)

UNDERTAKINGS OF THE PLEDGOR. In addition to 8.1 The Pledgor, for the obligations specified in benefit of the other provisions hereofPledgee, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor hereby undertakes to the Pledgee for its benefit that, during the duration of this Agreement, the Pledgor shall: 6.1.1 save for (1) Complete the transfer registration of the Equity Interest to Pledge under this Agreement in the Pledgee, administrative department for industry and commerce in accordance with the Pledgor shall not, provisions of this Agreement; (2) Not transfer its shares or create or permit the existence of any new pledges or other security interests on the Pledged Equity Interests that may affect the rights and interests of the Pledgee without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including ; (but not limited to3) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply Comply with and implement all laws and regulations relevant relating to the pledge of rights. The Pledgor shall, and within five (5) days of the after receipt of any notices, orders or recommendations given proposals issued or made formulated by the relevant competent authority with in respect of the pledge, produce to the Pledge Right, present Pledgee and comply with the above notices, orders or recommendations to the Pledgee, and shall comply with the same proposals or raise make objections and make representations in respect of the above matters as reasonably required by notices, orders or proposals at the reasonable request of the Pledgee or with the consent of the Pledgee.; 6.1.4 (4) Promptly notify the Pledgor shall Pledgee of any events or notices received by it which may have an impact on the Pledgor’s rights to and in the shares or any part thereof, and promptly notify the Pledgee of any event which might have effects on the Equity Interest of change by the Pledgor of any warranties and obligations as set out in this Agreement or any part of her right events or any notice notices received in connection therewith, as well as any event by it which might change any warranty and obligation of the Pledgor as created by this Contract or might may have effects an impact on it or any notice received in connection therewiththem. 6.2 8.2 The Pledgor agrees undertakes that any exercise by the Pledgee of its rights in accordance with the terms of this Agreement shall not be interrupted nor impeded by any legal proceedings instituted or hampered by the Pledgor or any of its successors of the Pledgor or any person authorized by the Pledgor entrusted persons or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC lawsthrough legal proceedings. 6.3 8.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve perfect the security guarantee for the repayment obligations of the Secured Debt Pledgor and FangDD under the Master Agreement as set out herein, she will honestly execute the Pledgor shall sign in good faith and procure cause other parties who have an interest are interested in the Pledge Right pledge to execute sign all title certificates and contracts deeds required by the Pledgee, Pledgee and/or perform and procure cause other parties who are interested parties in the pledge to perform all acts required by the Pledgee, Pledgee and facilitate the exercise of any right rights and authorization authority conferred to on the Pledgee by under this ContractAgreement. 6.4 8.4 The Pledgor undertakes to the Pledgee that she will execute it shall sign all change documents in relation to the change of share certificates (if applicable and necessary) relating to the share certificate with the Pledgee or any person its designated by it persons (natural personnatural/legal person), persons) and that it shall provide the Pledgee with all such notices, orders and decisions in relation to on the Pledge Right which it thinks pledge as the Pledgee considers necessary within a reasonable period of time. 6.5 8.5 The Pledgor undertakes to the Pledgee that she willthat, for the interest benefit of the Pledgee, observe it shall comply with and perform all its warranties, undertakings, contractsagreements, representations and conditions. If the Pledgor does not fails to comply with, perform or fully perform her its warranties, undertakings, contractsagreements, representations and conditions, she will indemnify the Pledgor shall compensate the Pledgee for all reasonable losses suffered by it arising therefrom. 8.6 The Pledgor shall not do or permit any acts or actions which may adversely affect the interests or Pledged Equity Interests of the Pledgee under any transaction agreement and this Agreement. The Pledgor shall waive its pre-emptive right at the time of realization of the pledge by the Pledgee.

Appears in 1 contract

Samples: Equity Interest Pledge Agreement (Fangdd Network Group Ltd.)

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 7.1 During the term hereofsubsistence of this Agreement, the Pledgor undertakes to the Pledgee for its benefit thatas follows: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, 7.1.1 without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting not create any other security (whether it has the priority over the pledge hereunder) or other restrictive conditions over or on all or part of Guanli/procure any director the Pledged Equity; 7.1.2 without the prior written consent of Guanli nominated by her to vote at a board meeting the Pledgee, the Pledgor shall not sell, lease, lend, transfer, assign, offer as gift, re-mortgage, act as custodian of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of all or part of the Pledged Equity, or make capital contribution in the form of the Pledged Equity; 7.1.3 The Pledgor shall not use or permit others to use the Pledged Equity to do any act or thing that is in violation of its major assetslaws or this Agreement; and 7.1.4 Upon receipt of any notice, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts order, ruling, judgment or other departments for document relating the Pledged Equity from any reasonsgovernment authority, judicial authority or arbitration institution of the PRC, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of the same and shall, within the period as required by laws, take all necessary measures and steps to reduce any event which might risk that such notice, order or other document may have effects on the Equity Interest of Pledged Equity. When the Pledgee thinks necessary, the Pledgor shall institute legal actions, arbitrations or any part of her right administrative actions against the above notice, order or any notice received other document, and bear all costs in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewithrelation thereto. 6.2 7.2 The Pledgor further agrees that any rights obtained by the Pledgee pursuant to the provisions hereof shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor Pledgor, or any successors of the Pledgor Pledgor, or any person authorized by the Pledgor Pledgor, or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC lawspersons. 6.3 7.3 The Pledgor undertakes warrants to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt Liabilities herein, she it will honestly execute and procure other parties who have an interest in the Pledge Right pledge right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contract. 6.4 Agreement. The Pledgor undertakes to the Pledgee that she will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any natural person or legal person designated by it (natural person/legal person)it, and shall will provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right pledge right which it thinks necessary within a reasonable time. 6.5 . The Pledgor undertakes warrants to the Pledgee that she it will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contractsagreements, representations and conditions. If the Pledgor does not perform or fully perform her its warranties, undertakings, contractsagreements, representations and conditions, she it will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 1 contract

Samples: Equity Pledge Agreement (Noah Education Holdings Ltd.)

UNDERTAKINGS OF THE PLEDGOR. In addition The Pledgor hereby unconditionally and irrevocably covenants, undertakes and agrees that until Final Repayment Date: 2.8.1 it shall not commit or omit to do any act, deed or thing which may entitle the Pledgor’s Participant to terminate its agreement with the Pledgor; 2.8.2 it shall follow the procedure prescribed under Regulation 58 of the Depositories Regulations and this Agreement for creating the pledge with respect to the obligations specified Securities in favour of the other provisions hereof, Lender. Without prejudice to the Pledgor undertakes as follows: 6.1 During generality of the term hereofforegoing, the Pledgor undertakes to issue such requests including the Pledgee for Pledge Form to the Depository through its benefit that: 6.1.1 save Pledgor’s Participant or the Pledge Creation Request to the relevant Mutual Fund, requesting for the transfer creation of the Equity Interest pledge and sign such other documents and do all such acts, deeds and things as shall be necessary in accordance with the Depositories Regulations or the offer document of the Mutual Fund to effect the pledge of the Securities in favour of the Lender on or before the Drawdown Date. The Pledgor acknowledges and confirms that forthwith upon the Depository or the relevant Mutual Fund, recording and registering in its register the pledge of the Securities in the name of the Lender and/or its nominee and the participant of the Lender and/or its nominee confirming the creation of the pledge in its records to the PledgeeDepository or the relevant Mutual Fund, the pledge shall be deemed to have been duly created in favour of the Lender, and the Pledgor shall notensure that all the documentary and other evidence and entries are recorded in terms of Regulation 58 of the Depositories Regulations or the offer document of the relevant Mutual Fund, and the name of the Lender’s depository participant or its custodian as required by the Lender is registered by the Pledgor’s Participant as the pledgee so as to ensure that an effective and valid pledge on the Securities is created in favour of the Lender on or before the Drawdown Date; 2.8.3 it shall promptly do all such actions and execute such documents and agreements as may be necessary or desirable, or that the Lender may request, for the valid creation and perfection of the pledge in accordance with the terms of this Agreement or to enable the Lender to exercise and to enforce its rights and remedies hereunder with respect to the Collateral; 2.8.4 it shall hold the pledge over the Securities in accordance with the terms of the Depositories Act, the Depositories Regulations and the bye-laws and/or business rules of the Depository; 2.8.5 it shall not opt out of the Depository or the relevant Mutual Fund either by way of re-materialisation of the Securities or otherwise without the prior written consent of the PledgeeLender; 2.8.6 it shall not redeen, transfer the Equity Interestsell, nor assign, transfer, exchange, lease, lend or otherwise dispose of (directly or indirectly, voluntarily, involuntarily, by operation of law or otherwise), or grant any option with respect to or create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any Encumbrance over the Securities, or the Additional Securities as and when provided under this Agreement; 2.8.7 in the event the Lender invokes the pledge on the Securities on occurrence of an Event of Default, the Pledgor unconditionally agrees that the Lender may without prejudice to its other security interests over it rights in law as pledgee, be entitled to be passed at a shareholders’ meeting have itself registered as the beneficial owner of the company; unless Securities in the records of the Depository or the relevant Mutual Fund and the Pledgor’s Participant (as applicable), it is hereby clarified that in case of partial invocation of the pledge on the Securities by the Lender, the Lender shall have the option to invoke the Securities of its choice; 2.8.8 without prejudice to the provisions of section 2.8.7 above, the Pledgor shall execute an irrevocable Power of Attorney in favour of the Lender in the form set out under Schedule 1 of this Agreement; 2.8.9 it shall immediately inform the Lender of winding up (voluntary or otherwise) or bankruptcy or insolvency or other similar process initiated against the Borrower and/or the Company. 2.8.10 it shall comply with all applicable laws, rules and regulations, including but not limited to all provisions of various rules, regulations and guidelines issued by the Securities and Exchange Board of India from time to time (including the Securities and Exchange Board of India (Prohibition of Xxxxxxx Xxxxxxx) Regulations, 1992 (including all disclosure, notification and filing requirements thereunder), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (including all disclosure, notification, valuation norms and filing requirements thereunder), the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003); 2.8.11 it shall procure that without the prior written consent of the PledgeeLender, the Pledgor Company shall vote at a shareholders’ meeting not: a. alter its Memorandum and Articles of Guanli/procure Association in any director manner which may adversely affect the rights or interests of Guanli nominated the Lender under the Finance Documents; b. amalgamate or merge with any other Person or effect any change in its shareholding or management pattern, unless such action does not in any manner affect the direct or indirect control exercised by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her effortstogether with persons acting in concert (as such term is defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, including (without limitation2011) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by on the date of execution of this Contract Agreement; c. initiate any voluntary winding up or might have effects insolvency process against the Pledgor/Borrower or the Company; or d. avail of any borrowing on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor or any successors security of the Pledgor or any person authorized by the Pledgor or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC lawsSecurities. 6.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt herein, she will honestly execute and procure other parties who have an interest in the Pledge Right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right which it thinks necessary within a reasonable time. 6.5 The Pledgor undertakes to the Pledgee that she will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contracts, representations and conditions. If the Pledgor does not perform or fully perform her warranties, undertakings, contracts, representations and conditions, she will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 1 contract

Samples: Pledge Agreement (Dr. Reddy's Holdings LTD)

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor undertakes to the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli PGW Seeds or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/PGW Seeds or procure any director of Guanli PGW Seeds nominated by her the Pledgor to vote at a board meeting of Guanli PGW Seeds and/or by other means to object Guanli PGW Seeds to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her the efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her the Pledgor’s right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC laws. 6.3 The Pledgor undertakes to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt herein, she the Pledgor will honestly execute and procure other parties who have an interest in the Pledge Right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledgee by this Contract. 6.4 The Pledgor undertakes to the Pledgee that she the Pledgor will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person designated by it (natural person/legal person), and shall provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right which it thinks necessary within a reasonable time. 6.5 The Pledgor undertakes to the Pledgee that she the Pledgor will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contracts, representations and conditions. If the Pledgor does not perform or fully perform her his warranties, undertakings, contracts, representations and conditions, she the Pledgor will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 1 contract

Samples: Equity Pledge Contract (Agria Corp)

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 7.1 During the term hereofsubsistence of this Agreement, the Pledgor undertakes to the Pledgee for its benefit thatas follows: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, 7.1.1 without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting not create any other security (whether or not it has priority over the pledge hereunder) or other restrictive conditions over or on all or part of Guanli/procure any director the Pledged Equity; 7.1.2 without the prior written consent of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to the Pledgee, the Pledgor shall not sell/, lease, lend, transfer/pledge , assign, offer as gift, re-mortgage, act as custodian of, or otherwise dispose of all or part of the Pledged Equity, or make capital contribution in the form of the Pledged Equity; 7.1.3 The Pledgor shall not use or permit others to use the Pledged Equity to do any act or thing that is in violation of its major assetslaws or this Agreement; and 7.1.4 Upon receipt of any notice, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts order, ruling, judgment or other departments for document relating the Pledged Equity from any reasonsgovernment authority, judicial authority or arbitration institution of the PRC, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of the same and shall, within the period as required by laws, take all necessary measures and steps to reduce any event which might risk that such notice, order or other document may have effects on the Equity Interest of Pledged Equity. When the Pledgee thinks necessary, the Pledgor shall institute legal actions, arbitrations or any part of her right administrative actions against the above notice, order or any notice received other document, and bear all costs in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewithrelation thereto. 6.2 7.2 The Pledgor further agrees that any rights obtained by the Pledgee pursuant to the provisions hereof shall not be interrupted nor impeded by any legal proceedings instituted by the Pledgor Pledgor, or any successors of the Pledgor Pledgor, or any person persons authorized by the Pledgor Pledgor, or any other persons when it exercises its rights on the pledge pursuant to the provisions hereof and within the scope permitted by the PRC lawspersons. 6.3 7.3 The Pledgor undertakes warrants to the Pledgee that, in order to protect or improve the security for the repayment of the Secured Debt Liabilities herein, she he will honestly execute and procure other parties who have an interest in the Pledge Right pledge right to execute all title certificates and contracts required by the Pledgee, and/or perform and procure other interested parties to perform all acts required by the Pledgee, and facilitate the exercise of any right rights and authorization authorizations conferred to the Pledgee by this Contract. 6.4 Agreement. The Pledgor undertakes to the Pledgee that she will execute all documents in relation to the change of share certificates (if applicable and necessary) with the Pledgee or any person natural persons or legal persons designated by it (natural person/legal person)it, and shall will provide the Pledgee with all notices, orders and decisions in relation to the Pledge Right pledge right which it thinks necessary within a reasonable time. 6.5 . The Pledgor undertakes warrants to the Pledgee that she he will, for the interest of the Pledgee, observe and perform all warranties, undertakings, contractsagreements, representations representations, and conditions. If the Pledgor does not perform or fully perform her his warranties, undertakings, contractsagreements, representations and conditions, she he will indemnify the Pledgee all losses suffered by it arising therefrom.

Appears in 1 contract

Samples: Equity Pledge Agreement (Noah Education Holdings Ltd.)

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