Entrustment Arrangement Clause Samples
Entrustment Arrangement. The Parties hereto recognize and acknowledge that pursuant to the Entrustment Agreements, Fosun Pharma and Shanghai Chuangxin have entrusted the management of Shanghai Chuangxin to Old BVI, including the full power and authority with respect to, and the full responsibility for, managing and operating Shanghai Chuangxin, including without limitation the right, power and authority to exercise all rights, powers and authority of Shanghai Chuangxin with respect to its equity interests in Shanghai Chuangxin’s Subsidiaries, including the right, power and authority to (A) convene shareholders’ meetings of the Subsidiaries and sign resolutions relating to such meetings, (B) appoint, remove and terminate members of the board of directors, the general manager and any managing director of each Subsidiary, (C) appoint, remove and terminate the supervisors (of the board of directors) of each Subsidiary and elect the chairman of the board of directors or other appropriate person as the authorized legal representative of each Subsidiary, and (D) vote, transfer, sell, pledge or otherwise dispose of or encumber Shanghai Chuangxin’s equity interest in each Subsidiary and to adopt (and direct the adoption of) shareholder resolutions and other actions of the shareholder of each of such Subsidiaries. Each Subsidiary of Shanghai Chuangxin hereby agrees to observe and recognize, and agrees that it shall not in any way contest or interfere with, the exercise of, such rights, powers and authority of Old BVI. ARTICLE VII
Entrustment Arrangement. Party A agreed to irrevocably entrust Party B to exercise all the voting rights (including all the voting rights of the adjusted entrusted shares in the case of placement of shares, bonus issue, transfer of capital reserve to share capital, share split and distribution of dividend of the Target Company) attached to 131,290,074 tradable shares (the "Entrusted Shares", representing 14.87% of the total share capital of the Target Company) held by Party A in the Target Company ("Thvow Technology") during the validity period of this agreement (the "Voting Rights Entrustment Arrangement"). Party B agreed to accept the above entrustment by Party A. Both parties agreed that Party A (including persons acting in concert with Shanghai Electric subject to restriction by Party A. Persons acting in concert has the same meaning as provided in the Administrative Measures for the Takeover of Listed Companies (《上市公司收購管理辦法》).) shall not increase its shareholding in the Target Company at his own initiative without the prior written consent of Party B during the validity period of this agreement. If Party A increases its shareholding in the Target Company after obtaining the prior written consent of Party B, the voting rights attached to the additional shares shall be automatically and irrevocably entrusted to Party B. Both parties agree that the Voting Rights Entrustment Arrangement and the share transfer are mutually conditional on each other and shall be implemented simultaneously.
Entrustment Arrangement. Pursuant to the Capital Increase Agreement, upon the completion of the Handover, Chongqing Yuecheng is entrusted to manage the Target School (including Chongqing Zhenzhi), including but not limited to the aspects of the assets, business operation, human resources, students and legal documents of the Target School (including Chongqing Zhenzhi) (the “Entrustment Arrangement”). In return of its management services, Chongqing Yuecheng is entitled to, subject to the terms of the Capital Increase Agreement, 51% of the net profits of the Target School (the “Net Profits”), which is determined by the following formula: the revenue generated from the ordinary and usual course of business of the Target School – costs of sales – tax and associated charges – selling expenses – administrative expenses + other income – other expense – finance expense – income tax For the avoidance of doubt, the management fees payable to Chongqing Yuecheng pursuant to the Entrustment Arrangement shall not be taken into account in determining the Net Profits. The term of the Entrustment Arrangement shall be ten (10) years upon the completion date of the Handover.