Voting Right Entrustment. 1.1 The Shareholder hereby irrevocably undertakes to sign a power of attorney in the form and substance as set forth in Annex 1 after execution of this Agreement to entrust the individual designated by WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective behalf the following rights they, as the shareholder of the Company, are entitled to under the then effective articles of association of the Company (collectively, the “Entrusted Rights”):
Voting Right Entrustment. 1. The Existing Shareholders hereby irrevocably undertake to respectively execute a proxy letter substantially in the form and substance of the annex hereto upon execution of this Agreement whereby they shall each authorize Beijing Melo Technology Co., Ltd. (the “Trustee”) to exercise, on their behalf, the following rights available to them in their capacity as shareholders of Beijing Weixue Tianxia Education Technology Co., Ltd. under the then-effective articles of association of Beijing Weixue Tianxia Education Technology Co., Ltd. (collectively, “Entrusted Rights”):
Voting Right Entrustment. 1.1 The Shareholder hereby unconditionally and irrevocably authorize and entrust the WFOE or the individual designated by the WFOE (hereinafter, the “Agent”) as the sole agent and attorney of the Shareholder, to act on behalf of the Shareholder in respect of all matters relating to shareholders’ equity pursuant to the then-effective articles of association of the Company, including but not limited to exercise the following rights (collectively the “Entrusted Rights”):
Voting Right Entrustment. (a) Each Covered Holder hereby irrevocably grants to and appoints the Proxyholder and any individual designated in writing by the Proxyholder, and each of them individually, as such Covered Holder’s attorney-in-fact and proxy for and on such Covered Holder’s behalf (the “Proxy”), for and in such Covered Holder’s name, place and stead, to: (i) attend any and all meetings of the shareholders of the Company; (ii) vote the Covered Shares of such Covered Holder at any such meeting; (iii) grant or withhold all written consents with respect to such Covered Shares; and (iv) represent and otherwise act for such Covered Holder in the same manner and with the same effect as if such Covered Holder was personally present at any such meeting (collectively, the “Entrusted Rights”). The Proxy is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the incapacity, mental illness or insanity of the Covered Holder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than following a termination pursuant to Section 1.2(a). Each Covered Holder authorizes the Proxyholder to substitute any other Person to act hereunder, to revoke any substitution and to file this Proxy and any substitution or revocation with the secretary of the Company. SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). Each Covered Holder hereby acknowledges and agrees it is liable for any legal consequences arising from the Proxyholder’s exercise of the aforesaid Entrusted Rights. (b) Each Covered Holder hereby acknowledges that in exercising the aforesaid Entrusted Rights, the Proxyholder is not required to seek the prior opinion, instruction or consent of such Covered Holder. However, the Proxyholder shall inform each Covered Holder by notice in writing in a timely manner of any resolution, notice or proposal on convening a shareholders’ meeting after such resolution, notice or proposal is made unless the Proxyholder believes in good faith that such Covered Holder is already aware of such resolution, notice or proposal. (c) Any securities of the Company to be issued or issuable to a Covered Holder in respect of Covered Shares during the term of the Proxy shall be deemed Covered Shares. (d) Each Covered Holder will, upon request, execute and deliver any additional documents and take such actions as may reasonably be d...
Voting Right Entrustment. 1.1 Each Shareholder hereby irrevocably undertakes to sign a power of attorney upon the execution of this Agreement, whereby a certain individual (“Trustee”) then designated by Fenghuang On-line will be empowered to exercise the following rights such Shareholder enjoys as shareholder of Tianying Jiuzhou (“Entrusted Rights”):
Voting Right Entrustment. 1.1 The Shareholder hereby irrevocably undertakes that he shall execute a Power of Attorney upon the execution of this Agreement, entrusting Ding Zuyu (Identity Card No.: , hereinafter, the “Agent”) to exercise the following rights entitled to the Shareholder pursuant to the then-effective articles of association of the Company (collectively the “Entrusted Rights”):
Voting Right Entrustment
