Beijing P Sample Clauses

Beijing P. X.’s Shareholders shall prompt Beijing P.X. and Domestic Affiliates to convene the shareholders’ meeting/school council meeting, and approve the resolutions on the equity transfer of Beijing P.X. and Domestic Affiliates and the revision of the articles of association of Beijing P.X. and Domestic Affiliates;

Beijing P. X. has full internal power and authority to enter into and deliver this Agreement and all other documents it shall sign relating to the transactions described in this Agreement, and has full power and authority to complete the transactions described in this Agreement. All consent, permission, waiver, authorization of any third party required to sign this Agreement and perform the Equity Pledge under this Agreement have been obtained or processed, and will remain fully effective during the term of this Agreement.

Beijing P. X. is a limited liability company incorporated and legally existing under the laws of the PRC with independent legal entity. It has full and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently act as a litigation party.

Beijing P. X. and Beijing P.X.’s Shareholders agree and covenant that, in the event of the dissolution or liquidation of Domestic Affiliates, firstly, WFOE and/or its authorized persons shall be entitled to exercise actual sponsor’ rights on behalf of the sponsor of Domestic Affiliates, including but not limited to the rights to decide on the dissolution or liquidation of Domestic Affiliates, designate and appoint members of the liquidation group of Domestic Affiliates and/or their agents, approve the liquidation plan and liquidation report; secondly, Beijing P.X. and Beijing P.X.’s Shareholders agree to freely transfer to WFOE or other persons designated by the Listing Company, all property obtained or entitled to it as the actual sponsor of Domestic Affiliates due to the dissolution or liquidation of Domestic Affiliates, and direct the liquidation group of Domestic Affiliates to directly transfer the above property to WFOE and/or other persons designated by the Listing Company; thirdly, if in accordance with PRC laws in force at that time, the foregoing alleged transfer shall not be free, except for the paid transfer and direct delivery according to the instructions, Beijing P.X. and Beijing P.X.’s Shareholders further agree to return the transfer consideration in full and appropriate method to WFOE and/or other persons designated by the Listing Company, and guarantee that WFOE and/or other persons designated by the Listing Company are not subject to any loss.

Beijing P. X. and Beijing P.X.’s Shareholders agree that they will ensure the person designated by WFOE to be the council member of Domestic Affiliates in accordance with the laws and regulations and the procedures stipulated in the articles of association of Domestic Affiliates, and ensure that the person recommended by WFOE to be the council chairperson/ deputy council chairperson (if any) of Domestic Affiliates, and ensure the person designated by WFOE to be the manager, the chief financial officer and other senior managements of Domestic Affiliates.

Beijing P. X. covenants to, at the reasonable requirements of the Pledgee, take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement of this Agreement) to ensure the Pledgee’s pledge rights to the Pledged Equity and the implementation and exercise of such rights.

Beijing P. X. warrants to the Pledgee that the foregoing representations and warranties will be true, accurate and complete and will be completely comply with at any time and in any case before the Contractual Obligations are fully performed or the Secured Debts are fully settled.

Beijing P. X. hereby confirms that Beijing P.X. and the council members designated by Beijing P.X. have authorized WFOE or the persons designated by WFOE to exercise all the voting rights held by them as the actual sponsor and the council members designated by the actual sponsor of Domestic Affiliates in the board of council of Domestic Affiliates by signing the Proxy Agreement for School’s Sponsor and Council Members with WFOE. Beijing P.X. and the council members designated by Beijing P.X. agree that they will provide all assistance to WFOE in exercising such rights, including but not limited to, at any time, in accordance with the requirements of WFOE, providing the Power of Attorney to the persons designated by WFOE in connection with the entrusted matters or revoking the Power of Attorney. If Domestic Affiliates are converted into a profit-making entity through restructuring or otherwise, the Parties shall further negotiate and execute supplemental agreements related to shareholder rights entrustment.

Beijing P. X. and Beijing P.X.’s Shareholders confirm and agree, if Beijing P.X. and Beijing P.X.’s Shareholders (whether individually or collectively), directly or indirectly engage, participate in or conduct any business or activity that competes or may compete with the business of Domestic Affiliates, then WFOE and/or other entities designated by the Listing Company shall enjoy an option free of charge, requiring (i) a legal entity engaged in the competitive business to sign with WFOE and/or other entities designated by the Listing Company in a timely manner full set of agreements arrangements similar to the Contractual Agreements, the consideration must be negotiated and determined by the Parties based on the fair and reasonable principles and the valuation of third-party professional appraisers and the applicable laws and regulation and the mechanism and procedure of listing rules; or (ii) cease to engage in such competitive business. WFOE and/or the Listing Company have the right to decide whether to require the legal entity that is engaged in the competitive business to sign a full set of agreements similar to the Contractual Agreements with WFOE and/or other entities designated by the Listing Company within a reasonable time after obtaining written notice from Beijing P.X. and Beijing P.X.’s Shareholders. If WFOE and/or other entities designated by the Listing Company choose to exercise rights under subsection (i), Beijing P.X. and Beijing P.X.’s Shareholders shall procure and ensure that the legal entity engaged in the competitive business signs a full set of agreement arrangements similar to the Contractual Agreements with WFOE in a timely manner; If WFOE and/or other entities designated by the Listing Company choose to exercise rights under subsection (ii), then Beijing P.X. and Beijing P.X.’s Shareholders shall terminate such competitive business in an appropriate manner within a reasonable time to eliminate the inter-industry competition among Beijing P.X., Beijing P.X.’s Shareholders, the Listing Company and WFOE .