Voting Rights Entrustment. 1.1 Each of Shareholders hereby irrevocably undertake to, after execution of this Agreement, respectively sign the power of attorney according to the substance and form set forth in Schedule B hereof, under which the person (the “Trustee”) then designated by the WFOE shall have the power and authority to exercise the following rights respectively granted to Each of Shareholders as the shareholders of the Company according to the Article of Association of the Company (the “Entrusted Rights”):
(1) proposing to convene or attending shareholder meetings of the Company as the proxy of the Each of Shareholders, according to the Article of Association;
(2) exercising the voting rights on behalf of the Each of Shareholder in respect of all matters subject to discussion and resolution at the shareholder meetings, including but not limited to the appointment and election of directors and other senior management members who should be appointed by the shareholders;
(3) other voting rights (including any other voting rights of shareholders conferred after the amendment of the Article of Association) vested in shareholders under the Articles of Association of the Company. The precondition of the above authorization and entrustment is that the Trustee is a PRC citizen and the WFOE consents to such authorization and entrustment. When and only when a written notice is issued by the WFOE to Each of Shareholders with respect to the removal of the Trustee, Each of Shareholders shall immediately revoke the entrustment to the existing Trustee hereunder, and entrust any other PRC citizen then designated by the WFOE to exercise the Entrusted Rights in accordance with this Agreement, and the new power of attorney shall supersede the previous one once it is executed. Except for the above circumstances, Each of Shareholders shall not revoke the authorization and entrustment to the Trustee.
1.2 The Trustee shall perform the entrusted obligation lawfully with diligence and duty of care within the authorization scope provided in this Agreement. Each of Shareholders shall accept and assume relevant liabilities for any legal consequences arising out of the exercise of the aforementioned Entrusted Rights.
1.3 Each of Shareholders hereby acknowledge that the Trustee is not required to solicit the opinions of Each of Shareholders before exercising the Entrusted Rights. Nevertheless, the Trustee shall immediately notify Each of Shareholders after any resolution or proposal for convening an i...
Voting Rights Entrustment. 1.1 The Shareholder hereby irrevocably entrusts the Company to exercise the following rights as shareholder of SH MSN in accordance with the then effective articles of association of SH MSN (collectively, the “Entrusted Rights”):
(1) Attending shareholders’ meetings of SH MSN as proxy of the Shareholder;
(2) Exercising voting rights as proxy of the Shareholders, on all issues discussed and resolved by the shareholders’ meeting;
(3) Proposing to convene the temporary shareholders’ meeting;
(4) Other shareholders’ voting rights under the articles of association of SH MSN (including other shareholders’ voting rights prescribed by the amendment of the articles of association).
1.2 The Shareholder acknowledges and assumes relevant liabilities for any legal consequences of the Company’s exercise of the foregoing Entrusted Rights.
1.3 The Shareholder hereby acknowledge that the Company is not required to seek advice from the Shareholder prior to their respective exercise of the foregoing Entrusted Rights. However, the Company shall inform the Shareholder in a timely manner of any resolution or proposal on convening interim shareholders’ meeting after such resolution or proposal is made.
Voting Rights Entrustment. 1.1 The Shareholders each hereby irrevocably authorize, in respect of all their equity interests in the Company, the WFOE or the person then designated by the WFOE (“Proxy”) to exercise on their behalf and at the Proxy’s own discretion the following rights they are respectively entitled to as shareholders of the Company and in accordance with the then effective articles of association of the Company (“Proxy Rights”), and undertake to immediately and respectively execute a Power of Attorney in the form and substance of Schedule 2 to this Agreement immediately after the WFOE’s designation of other person other than the WFOE as the Proxy:
1.1.1 as the proxy of each Shareholder, proposing to convene and attending the shareholders’ meetings in accordance with the articles of association of the Company;
1.1.2 on behalf of each Shareholder, exercising voting rights on all issues required to be discussed and resolved by the shareholders’ meeting, including without limitation the appointment and election of the Company’s directors and other senior management who shall be appointed and removed by the shareholders, the sale or transfer of all or part of the Shareholder’s equity interests in the Company;
1.1.3 as the proxy of each Shareholder and on behalf of such Shareholder, executing any document (including any necessary documents to be executed by and among relevant parties for transfer in accordance with the Exclusive Purchase Right Agreement and Equity Pledge Agreement (including any amendment, supplement or restatement thereto from time to time) or disposal of equity interests in other manner) that the Shareholder is entitled to execute as a shareholder, and handling any required governmental approval, registration, filing and other procedures;
1.1.4 other shareholders’ voting rights under the articles of association of the Company (including any other shareholders’ voting rights stipulated after an amendment to such articles of association);
1.1.5 other shareholders’ voting rights entitled to the Shareholders under the laws and regulations of the People’s Republic of China (including the contents thereof as modified, amended, supplemented or reenacted, effective before or after the date of this Agreement). The Proxy has the right to sub-entrust and is entitled to sub-entrust other individual or entity regarding the handling of the aforesaid issues without prior notice to or prior consent of the relevant Shareholder. When and only when the WFOE issues a written...
Voting Rights Entrustment. 1.1 Xxx Xx Nuo hereby entrusts Shanghai OOH to exercise his shareholder’s rights as shareholder of Shanghai Chuanzhi from the date of the Agreement under then valid Article of Association of Shanghai Chuanzhi, including appointing directors to the board of directors and other shareholder rights he enjoys. Xxx Xx Nuo hereby undertakes to cause the current directors of Shanghai Chuanzhi appointed by him to respectively sign an Entrustment Letter to respectively entrust persons (“Trustees”) designated by Shanghai OOH to exercise the following rights respectively enjoyed by them as directors of Shanghai Chuanzhi in accordance with then effective articles of association of Shanghai Chuanzhi (collectively, the “Entrusted Rights”):
(1) to propose, convene and attend directors meetings of Shanghai Chuanzhi as their proxy;
(2) to exercise voting rights on proposals in directors’ meeting within directors’ authority scope.
(3) Other rights enjoyed by directors provided in Article of Association of Shanghai Chuanzhi. Shareholders’ Voting Rights Proxy Agreement 1
1.2 The Trustee shall perform the entrusted obligation within the scope of entrustment in due care and prudence and in compliance with laws; Xxx Xx Nuo acknowledges and assumes relevant liabilities for any legal consequences of the Trustee’s exercise of the foregoing Entrusted Rights.
Voting Rights Entrustment. 1.1 Under this Agreement, “TARGET COMPANY” shall mean, to Rxxxxxx Xxx, Qxxxx Xxxx , ASIA TIMES; and to ASIA TIMES, any and all of the companies held by ASIA TIMES (exclusive of Qianhai ASIA TIMES (Shenzhen) International Fund Management Company (“Fund Company”)).
Voting Rights Entrustment. 1.1 Under this Agreement, "TARGET COMPANY" shall mean Focus Media Advertisement in respect of Jason Nanchun Jiang; Focus Media Advertisement and/or any and axx xxxxxxxxx xxxxxx in Section I, Appendix I in respect of Jimmy Wei Yu; any and all companies listed in Appendix I (other than Xxxxx Media Advertisement) in respect of Focus Media Advertisement.
Voting Rights Entrustment. 1.1 Under this Agreement, "TARGET COMPANY" shall mean any and all companies listed in Appendix I.
Voting Rights Entrustment. 2.1 The Registered Shareholders hereby irrevocably undertake that they shall execute a Power of Attorney, entrusting Comtech China to fully exercise the following rights entitled to them respectively as shareholders of Shenzhen Comtech in accordance with the then effective articles of association of Shenzhen Comtech (collectively the “Entrusted Rights”):
(1) Attending shareholders’ meetings of Shenzhen Comtech as proxy of the Registered Shareholders;
(2) Exercising voting rights on behalf of the Registered Shareholders on all issues required to be discussed and resolved at a shareholders’ meeting;
(3) Proposing to convene extraordinary shareholders’ meetings; and
(4) Other voting rights of Registered Shareholders under the articles of association of Shenzhen Comtech (including such other voting rights of the Registered Shareholders as provided after amendment to such articles of association). Where necessary, Comtech China may entrust its particular personnel with the exercise of any or all Entrusted Rights to the extent as agreed above. The Registered Shareholders acknowledge such entrustment by Comtech China and/or its designees and agree to assume relevant legal consequences of such entrustment.
2.2 For the purpose of exercising the Entrusted Rights under this Agreement, Comtech China is entitled to know the information with regard to Shenzhen Comtech’s operation, business, clients, finance, staff, etc., and shall have access to relevant materials of Shenzhen Comtech. Shenzhen Comtech shall adequately cooperate with Comtech China in this regard.
2.3 The Registered Shareholders will provide adequate assistance to the exercise of the Entrusted Rights, including execution of the resolutions of the shareholders’ meeting of Shenzhen Comtech or other pertinent legal documents made by Shenzhen Comtech when necessary (e.g. when it is necessary for examination and approval of or registration or filing with governmental authorities).
2.4 If at any time during the term of this Agreement, the entrustment or exercise of the Entrusted Rights under this Agreement is unenforceable for any reason except for default of any of the Registered Shareholders or Shenzhen Comtech, the Parties shall immediately seek a most similar substitute for the provision unenforceable and, if necessary, enter into a supplementary agreement to amend or adjust the provisions herein, in order to ensure the realization of the purpose of this Agreement.
2.5 The Registered Shareholders and Shenzh...
Voting Rights Entrustment. 1.1 The Shareholders hereby irrevocably entrust Wholly-Owned Company with the full exercise of the following rights respectively enjoyed by them as shareholders of T2 Entertainment in accordance with the then effective articles of association of T2 Entertainment (collectively the "Entrusted Rights"):
(1) Attending shareholders' meetings of T2 Entertainment as proxy for the Shareholders;
(2) Exercising on behalf of the Shareholders voting rights on all issues required to be discussed and resolved by the shareholders' meeting;
(3) Proposing to convene interim shareholders' meetings; and
(4) Other voting rights of Shareholders under the articles of association of T2 Entertainment (including such other voting rights of Shareholders as provided after amendment to such articles of association).
1.2 The Shareholders acknowledge and assume relevant liabilities for any legal consequences of Wholly-Owned Company's exercise of the foregoing Entrusted Rights.
1.3 The Shareholders hereby acknowledge that Wholly-Owned Company needs no advice from the Shareholders prior to its exercise of the foregoing Entrusted Rights. However, Wholly-Owned Company shall inform the Shareholders in a timely manner of any resolution or proposal on convening interim shareholders' meeting after such resolution or proposal is made.
Voting Rights Entrustment. 1.1 The Trustors hereby irrevocably undertake to entrust the Trustee to fully exercise the following rights entitled to the Trustors respevtively as the shareholders of Party C (the “Entrusted Rights”):
1.1.1 convening or attending shareholders’ meetings of Party C as the proxy of the Trustors;
1.1.2 exercising the voting rights on behalf of the each of shareholders of Party C in respect of all matters subject to discussion and resolution at the shareholders’ meetings (including but not limited to the appointment and election of directors, manager, chief financial officer and other senior management members who should be appointed by the shareholders);
