Common use of Security Registration Clause in Contracts

Security Registration. (a) The Chargor shall, immediately after execution of this Deed, instruct its registered office provider to enter particulars as required by the Cayman Companies Law of the security interests created pursuant to this Deed in the register of mortgages and charges (the Register of Mortgages and Charges) maintained by it in accordance with section 54 of the Cayman Companies Law and immediately after entry of such particulars has been made, and in any event within five Business Days after the date of this Deed, provide the Secured Party with a certified true copy of the updated Register of Mortgages and Charges. (b) In the event the shares of the Target cease to be listed on the HKSE the Chargor shall, immediately effect registration, or assist the Security Agent in effecting registration, of this Deed with the Registrar of Companies in Bermuda (the Registrar) pursuant to section 61 of the Bermuda Companies Act by making the required filing, or assisting the Security Agent in making the required filing, in the approved form with the Registrar and (if applicable) provide confirmation in writing to the Security Agent that such filing has been made. (c) If registration referred to in paragraph (b) above has not been effected by or on behalf of the Security Agent, the Chargor shall, immediately on receipt, deliver or procure to be delivered to the Security Agent, the certificate of registration of charge issued by the Registrar evidencing that the requirements of Part V of the Bermuda Companies Act as to registration have been complied with and the filed stamped copy of the application containing the relevant particulars of charge. (d) If at any time after the date of this Deed, the Chargor becomes registered as a non-Hong Kong company under the Companies Ordinance (Cap. 622, Laws of Hong Kong), the Chargor shall notify the Security Agent and shall ensure that this Deed is submitted to the Hong Kong Companies Registry for registration within one month from the date on which the Chargor becomes so registered.

Appears in 1 contract

Sources: Company Debenture

Security Registration. (a) The Chargor shall, Mortgagor shall immediately after execution of this Deed and in any event no later than the date falling five Business Days after the date of this Deed, instruct : (i) create and maintain a register of charges (the Register of Charges) at its registered office provider in the British Virgin Islands in accordance with section 162 of the BVI BCA to the extent this has not already been done; (ii) enter particulars as required by the Cayman Companies Law BVI BCA of the security interests created pursuant to this Deed in the register of mortgages and charges (the Register of Mortgages and Charges) maintained by it Charges in accordance with section 54 of a form that is satisfactory to the Cayman Companies Law Security Agent and immediately after entry of such particulars has been made, and in any event within five Business Days after the date of this Deed, provide the Secured Party Security Agent with a certified true copy of the updated Register of Mortgages and Charges.; and (biii) In the event the shares of the Target cease to be listed on the HKSE the Chargor shall, immediately effect registration, or assist the Security Agent in effecting registration, of this Deed with the BVI Registrar of Companies in Bermuda (the Registrar) pursuant to section 61 163 of the Bermuda Companies Act BVI BCA by making the required filing, or assisting the Security Agent in making the required filing, in a form that is satisfactory to the approved form Security Agent with the BVI Registrar and (if applicable) provide confirmation in writing to the Security Agent Lender that such filing has been made. (cb) If The Mortgagor shall, if the registration referred to in paragraph (ba)(iii) above has is not been effected by or on behalf of the Security Agent, the Chargor shall, immediately on receipt, deliver or procure to be delivered to the Security Agent, the certificate of registration of charge issued by the BVI Registrar evidencing that the requirements of Part V VIII of the Bermuda Companies Act BVI BCA as to registration have been complied with and the filed stamped copy of the application containing the relevant particulars of charge. (c) The Mortgagor shall (including by providing any and all written consents required by the Mortgaged Company in accordance with the articles of association of the Mortgaged Company) immediately after execution of this Deed and in any event no later than the date falling five Business Days after the date of this Deed procure that the following notation be entered on the register of members (the Register of Members) of the Mortgaged Company maintained by it in accordance with the BVI BCA and that a copy of such annotated Register of Members be filed with the BVI Registrar: "All the [ ] ordinary shares registered in the name of FORWARD ELITE HOLDINGS LIMITED ( 傑 發 控 股 有 限 公 司 ) are mortgaged and charged in favour of CHINA CITIC BANK INTERNATIONAL LIMITED as security agent pursuant to a Parent Share Mortgage dated [Date], as amended from time to time. The date on which this annotation was entered in the Register of Members is [registered agent to complete]." (d) The Mortgagor shall, immediately after execution of this Deed and in any event no later than the date falling five Business Days after the date of this Deed, provide the Security Agent with a certified true copy of the Register of Members with the annotation referred to in the above. (e) If at any time after the date of this Deed, the Chargor Mortgagor becomes registered as a non-Hong Kong company under the Companies Ordinance (Cap. 622, Laws of Hong Kong), the Chargor it shall notify the Security Agent and shall ensure that this Deed is submitted to the Hong Kong Companies Registry for registration within one month from the date on which the Chargor Mortgagor becomes so registered.

Appears in 1 contract

Sources: Parent Share Mortgage