Common use of Pledge Right Clause in Contracts

Pledge Right. 2.1 As security for the prompt and full performance of the Contractual Obligations and the repayment of the Secured Indebtedness by the ▇▇▇▇▇▇▇ and Party C, the ▇▇▇▇▇▇▇ hereby pledge his Equity Interest in Party C (including the registered capital of (amount of capital contribution to) Party C currently owned by the ▇▇▇▇▇▇▇ and all Equity Interest relating thereto, and other registered capital of (amount of capital contribution to) Party C likely to be acquired by the ▇▇▇▇▇▇▇ hereafter and all Equity Interest relating thereto) (“Equity” or “Equity Interest”) to the Pledgee by means of first priority pledge. As of the date hereof, the Equity Interest used by Party B for pledge is 100% Equity Interest in Party C held by Party B, representing 100% of the registered capital of Party C, i.e. RMB 10,000,000. 2.2 The Parties understand and agree that the monetary valuation arising from or relating to the Secured Indebtedness shall be a variable and floating valuation until the Settlement Date (as defined below). Equity Interest Pledge Agreement 2.3 If any of the following events (each an “Event of Settlement”) occurs, the value of the Secured Indebtedness shall be determined based on the total amount of the Secured Indebtedness that are due, outstanding and payable to the Pledgee immediately prior to or on the date of occurrence of the Event of Settlement (the “Determined Indebtedness”): (a) any other Control Agreement is terminated in accordance with its relevant provisions; (b) the Event of Default set forth in Article 7 hereof occurs and fails to be resolved, as a result of which the Pledgee gives a Notice of Default to the relevant ▇▇▇▇▇▇▇ in accordance with Article 7.3; (c) upon due inquiry, the Pledgee reasonably determines that the ▇▇▇▇▇▇▇ and/or Party C is insolvent or could potentially be made insolvent; or (d) any other event that requires the determination of the Secured Indebtedness in accordance with relevant laws of the PRC. 2.4 For the avoidance of doubt, the date on which an Event of Settlement occurs shall be the settlement date (the “Settlement Date”). The Pledgee shall have the right, at its option, to realize the Pledge Right in accordance with Article 8 on or after the Settlement Date. 2.5 During the Pledge Term, the Pledgee shall have the right to receive dividends or bonuses with respect to the Equity Interest. The ▇▇▇▇▇▇▇ may receive dividends or bonuses with respect to the Equity Interest only with the prior written consent of the Pledgee. After the deduction of individual income tax payable by the ▇▇▇▇▇▇▇, dividends or bonuses received by the ▇▇▇▇▇▇▇ with respect to the Equity Interest shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC. 2.6 The ▇▇▇▇▇▇▇ may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the ▇▇▇▇▇▇▇ to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder. 2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the ▇▇▇▇▇▇▇ by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC. Equity Interest Pledge Agreement

Appears in 2 contracts

Sources: Equity Interest Pledge Agreement, Exclusive Call Option Agreement

Pledge Right. 2.1 As security a guarantee for the prompt immediate and full complete payment of the secured obligation and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness by the ▇▇▇▇▇▇▇ and Party Ccontractual obligations, the ▇▇▇▇▇▇▇ Pledgor hereby pledge his Equity Interest in Party C (including the registered capital of (amount of capital contribution to) Party C currently owned by the ▇▇▇▇▇▇▇ and all Equity Interest relating thereto, and other registered capital of (amount of capital contribution to) Party C likely to be acquired by the ▇▇▇▇▇▇▇ hereafter and all Equity Interest relating thereto) (“Equity” or “Equity Interest”) severally but not jointly pledges their respective equities to the Pledgee by means in the way of first priority pledgepledge according to this Agreement. As of the date hereof, the Equity Interest used by Party B for pledge is 100% Equity Interest in Party C held by Party B, representing 100% of agrees that the registered capital of Party C, i.e. RMB 10,000,000Pledgor will pledge the equity to the Pledgee in accordance with this Agreement. 2.2 The Parties understand and agree that the monetary valuation arising from or relating related to the Secured Indebtedness shall be secured obligation is a variable and floating valuation until the Settlement Date final account date (as defined belowin Article 2.4). Equity Interest Pledge Agreement The Pledgor and the Pledgee may adjust and confirm the maximum amount of the secured obligation of the total equity from time to time before the final account date by the way that the Parties agree to amend and supplement this Agreement due to the change of the secured obligation and the monetary valuation of the equity. 2.3 If In case of any of the following events (each an Event causes of Settlementfinal accounts) occurs), the value of the Secured Indebtedness secured obligation shall be determined based on according to the total amount of the Secured Indebtedness that are due, outstanding and secured obligation payable to the Pledgee immediately prior to due and unpaid on the latest date before or on the date of occurrence day of the Event causes of Settlement final accounts (the Determined Indebtednessdetermined debts”): (a) any other Control ) The Business Cooperation Agreement expires or is terminated in accordance with its according to relevant provisions; (b) the Event agreements under it; (b)The event of Default set forth default specified in Article 7 hereof occurs has occurred and fails to be has not been resolved, as a result of which causes the Pledgee gives to serve a Notice notice of Default default to the relevant ▇▇▇▇▇▇▇ in accordance with Pledgor according to Article 7.3; (c) upon due inquiry, the ; (c)The Pledgee reasonably determines believes that the ▇▇▇▇▇▇▇ Party B and/or Party C is insolvent have lost their solvency or could potentially may be made insolventplaced in a state of insolvency through proper investigation; or (d) any or (d)Any other event that requires required to determine the determination of the Secured Indebtedness in accordance with relevant secured obligation according to PRC laws of the PRCand regulations. 2.4 For the avoidance of doubt, the date on which an Event of Settlement occurs shall the causes of final accounts should be the settlement final account date (the “Settlement Datefinal account date”). The Pledgee shall have has the right, at its option, right to realize the Pledge Right in accordance with pledge right according to Article 8 with its discretion on or after the Settlement Datefinal account date. 2.5 During the Pledge Termterm of the pledge (as defined in Article 3.1), the Pledgee shall have has the right to receive dividends deposit any dividend or bonuses with respect other distributable benefits arising from equity and use it to repay the Equity InterestPledgee in priority. The ▇▇▇▇▇▇▇ may receive dividends Pledgor shall, after receiving the written request of the Pledgee, deposit the yields (or bonuses with respect the Pledgor shall urge Party C to deposit them) into the Equity Interest only with account designated by the prior Pledgee in writing and be supervised by the Pledgee; without the written consent of the Pledgee. After , the deduction of individual income tax payable by Pledgor shall not withdraw the ▇▇▇▇▇▇▇, dividends or bonuses received by the ▇▇▇▇▇▇▇ with respect to the Equity Interest shall be, as requested by the Pledgee, (1) above yields deposited into an the account designated by the Pledgee in writing. 2.6 During the validity period of this Agreement, the Pledgee will not be responsible for any reduction of equity value unless the Pledgee has intentional or gross negligence, and the Pledgor has no right to pursue any form of recourse or make any request against the Pledgee. 2.7 Without violating the agreement in Article 2.6 of this Agreement, placed under if there is any possibility that the custody value of equity decreases significantly enough to endanger the rights of the Pledgee, used to provide security for the Contractual Obligations and first applied towards Pledgor agrees that the satisfaction Pledgor can auction or sell the equity on behalf of the Secured Indebtedness; Pledgor at any time, and agree with the Pledgor to use the proceeds from the auction or sale to pay off the secured obligation in advance or deposit with the notary office where the Pledgee is located (2) unconditionally donated any expenses incurred therefrom shall be paid by the proceeds from the auction or sale). 2.8 The equity pledge established under this Agreement is a continuous guarantee, and its validity shall continue until the contractual obligations are fully fulfilled and the secured obligations are fully paid off. The Pledgee's exemption or grace for any default by the Pledgor or the Pledgee's delay in exercising any of its rights under the transaction agreement and this Agreement shall not affect the Pledgee's right to ask the Pledgor and Party C to strictly implement the transaction agreement and this Agreement, or the Pledgee's rights due to the Pledgee or the person designated by the Pledgee subject to the laws Pledgor and Party C's subsequent violation of the PRC. 2.6 The ▇▇▇▇▇▇▇ may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase transaction agreement and/or this Agreement at any time in the capital contributed by future under this Agreement, relevant PRC laws and the ▇▇▇▇▇▇▇ to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereundertransaction agreement. 2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the ▇▇▇▇▇▇▇ by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC. Equity Interest Pledge Agreement

Appears in 1 contract

Sources: Share Pledge Agreement (Zhihu Inc.)

Pledge Right. 2.1 As security for the prompt and full performance of the Contractual Obligations and the repayment of the Secured Indebtedness by the ▇▇▇▇▇▇▇ Pledgors and Party C, the ▇▇▇▇▇▇▇ Pledgors hereby pledge his their Equity Interest in Party C (including the registered capital of (amount of capital contribution to) Party C currently owned by the ▇▇▇▇▇▇▇ Pledgors and all Equity Interest relating thereto, and other registered capital of (amount of capital contribution to) Party C likely to be acquired by the ▇▇▇▇▇▇▇ Pledgors hereafter and all Equity Interest relating thereto) (“Equity” or “Equity Interest”) to the Pledgee by means of first priority pledge. As of the date hereof, the Equity Interest used by Party B for pledge is 100% Equity Interest in Party C held by Party B, representing 100% of the registered capital of Party C, i.e. RMB 10,000,000.. Equity Interest Pledge Agreement 2.2 The Parties understand and agree that the monetary valuation arising from or relating to the Secured Indebtedness shall be a variable and floating valuation until the Settlement Date (as defined below). Equity Interest Pledge Agreement. 2.3 If any of the following events (each an “Event of Settlement”) occurs, the value of the Secured Indebtedness shall be determined based on the total amount of the Secured Indebtedness that are due, outstanding and payable to the Pledgee immediately prior to or on the date of occurrence of the Event of Settlement (the “Determined Indebtedness”): (a) any other Control Agreement is terminated in accordance with its relevant provisions; (b) the Event of Default set forth in Article 7 hereof occurs and fails to be resolved, as a result of which the Pledgee gives a Notice of Default to the relevant ▇▇▇▇▇▇▇ Pledgors in accordance with Article 7.3; (c) upon due inquiry, the Pledgee reasonably determines that the ▇▇▇▇▇▇▇ Pledgors and/or Party C is insolvent or could potentially be made insolvent; or (d) any other event that requires the determination of the Secured Indebtedness in accordance with relevant laws of the PRC. 2.4 For the avoidance of doubt, the date on which an Event of Settlement occurs shall be the settlement date (the “Settlement Date”). The Pledgee shall have the right, at its option, to realize the Pledge Right in accordance with Article 8 on or after the Settlement Date. 2.5 During the Pledge Term, the Pledgee shall have the right to receive dividends or bonuses with respect to the Equity Interest. The ▇▇▇▇▇▇▇ Pledgors may receive dividends or bonuses with respect to the Equity Interest only with the prior written consent of the Pledgee. After the deduction of individual income tax payable by the ▇▇▇▇▇▇▇Pledgors, dividends or bonuses received by the ▇▇▇▇▇▇▇ Pledgors with respect to the Equity Interest shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC. 2.6 The ▇▇▇▇▇▇▇ Pledgors may increase the capital of Party C only with the prior written consent of the Pledgee. Any increase in the capital contributed by the ▇▇▇▇▇▇▇ Pledgors to the registered capital of Party C as a result of any capital increase shall also be deemed as the Equity Interest pledged hereunder. 2.7 If Party C is required to be dissolved or liquidated in accordance with the mandatory provisions of the laws of the PRC, after Party C completes dissolution or liquidation procedures in accordance with law, any interests distributed to the ▇▇▇▇▇▇▇ Pledgors by Party C in accordance with law shall be, as requested by the Pledgee, (1) deposited into an account designated by the Pledgee, placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and first applied towards the satisfaction of the Secured Indebtedness; or (2) unconditionally donated to the Pledgee or the person designated by the Pledgee subject to the laws of the PRC. Equity Interest Pledge Agreement

Appears in 1 contract

Sources: Equity Interest Pledge Agreement