Equity Pledge Agreement
This Equity Pledge Agreement (“Agreement”) is dated is entered into by and between xxxxxx, a limited liability company incorporated under the laws of , having its registered office at (hereinafter referred to as “Pledgor”) and Wuxi Suntech Power Co; Ltd. a limited liability company registered under the laws of People’s Repubic of China, having its registered office at No.12 Xinhua Road, New District, Wuxi City, Jiangsu Province, China (hereinafter referred to as “Pledgee”) .
WHEREAS
1.The Pledgor is shareholder of __________, legally holding 100% of equity interest of
Company SPV (“Equity Interest”).
2.The Pledgee and the Pledgor have executed a Supply Agreement dated (“the Supply
Agreement”). Pursuant to the Supply Agreement, the Pledgor shall pay to the Pledgee.
3.As curity for the outstanding obligations of the Pledgor pursuant to the Supply Agreement,
the Pledgor has agreed to grant the Pledgee curity over the Equity Interest.
NOW THEREFORE,the Pledgor and the Pledgee through mutual negotiation hereby enter into this agreement bad upon the following terms:
1.Definitions
1.1Pledge: shall refer to the curity interest granted by Pledgor to Pledgee pursuant to Article 2
of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.
1.2Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter
acquired by Pledgor in Company __________.
2.The Pledge
The pledgor hereby pledge the Equity Interest to the Pledgee as a curity for the obligations of the Pledgor under the Supply Agreement (the “Pledge”). Pursuant thereto, the Pledgee shall have priority in receiving payments from the evaluation or the proceeds from the auction or sale of the Equity Interest. The Equity Interest shall hereinafter be referred to as the “Pledged Collateral”.
3.Term of Pledge
3.1The Pledge shall take effect as of this Agreement Date, and shall expire two (2) years from
the Pledgor’s satisfaction of all its obligations under the Consulting Services Agreement (the “Term”).
3.2During the Term, the Pledgee shall be entitled to vote, control, ll, or dispo of the Pledged
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Collateral in accordance with this Agreement in the event that the Pledgee does not perform its obligations under the Supply Agreement, including without limitations three failures to pay under the Supply Agreement.
3.3During the Term, the Pledgee shall be entitled to collect any and all dividends declared or
paid in connection with the Pledged Collateral.
4.Pledge Procedure and Registration
The Pledge shall be recorded in the Company SPV’s R egister of Shareholders. The
Pledgor shall, within ten (10) days after the date of this Agreement, process the registration procedur
es with the Administration for Industry and Commerce concerning the Pledge.
5.Reprentation and Warranties of Pledgor什么是论文
5.1The Pledgor is the sole legal and beneficial owner of the Pledged Collateral.
5.2Pledgee shall have the right to dispo of and transfer the Equity Interest in accordance with
the provision t forth in this Agreement.
5.3Other than to the Pledgee, the Pledgor have not pledged the Pledged Collateral to any other
party, and the Pledged Collateral is not encumbered to any other party.旋转手机
6.Covenants of Pledgor
6.1During the Term, the Pledgor reprents and warrants to the Pledgee for the Pledgee’s benefit
that the Pledgor shall:
6.1.1Not transfer or assign the Pledged Collateral, nor create or permit to create any pledge or
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encumbrance to the Pledged Collateral which may adverly affect the rights and/or
benefits of the Pledgee without the Pledgee’s prior written connt.
6.1.2Comply with the provisions of all laws and regulations with respect to the Pledge of right;
prent to Pledgee any notices, orders or adviments with respect to the Pledge that may be issued or made by a competent PRC authority within five (5) days upon receiving such notices, orders or adviments; comply with such notices, orders or adviments; or
object to the foregoing matters upon the reasonable request of the Pledgee or with connt from the Pledgee.
6.1.3Timely notify the Pledgee of any events which may affect the Pledged Collateral or the
Pledgors’ rights thereto, or which may change any of the Pledgors’ warranties or affect
the Pledgor’s performance of their obligations under this Agreement.
6.2The Pledgor agrees that the Pledgee’s right s to the Pledge pursuant to this Agreement shall
not be suspended or inhibited by any legal proceedings initiated by the Pledgor, jointly or parately, or by any successor of or any person authorized by the Pledgor.
6.3The Pledgor reprents and warrants to the Pledgee that in order to protect and perfect the
curity for the payment of the Consulting Services Fee, the Pledgors shall execute in good faith and cau other parties who have interests in the Pledged Collateral to execute all the title certificates, contracts, and perform actions and cau other parties who have interests to take action, as required by the Pledgee.
6.4The Pledgor reprents and warrants to the Pledgee or its appointed reprentative (whether a
natural person or a legal entity) that they will execute all applicable and required
魏姓起名amendments in connection with the registration of the Pledge, and within a reasonable
amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee.
6.5The Pledgor reprents and warrants to the Pledgee that they will abide by and
perform all relevant guarantees, covenants, warranties, reprentations and conditions
necessary to insure the rights of the Pledgee under this Agreement. The Pledgor shall
compensate all the loss s uffered by the Pledgee as a result of the Pledgor’s failure to
perform any such guarantees,covenants, warranties, reprentations or conditions.
7.Events of Default .
7.1The occurrence of any one of the following events shall be regarded as an “ Event of
Defau lt”:
7.1.1This Agreement is deemed illegal by a governing authority of the PRC, or the Pledgor is
incapable of continuing to perform the obligations herein due to any reason except force
majeure;
7.1.2The Pledgor fails to timely pay in full as required under the Supply Agreement;
7.1.3The Pledgor makes any materially fal or misleading reprentations or warranties under
Section 5 herein, or breaches any warranties under Section 5 herein;
7.1.4The Pledgor breaches the covenants under Section 6 herein;
7.1.5The Pledgor breaches any terms and conditions of this Agreement;
7.1.6The Pledgor transfers or assigns, cau to be transferred or assigned, or otherwi
abandons the Pledged Collateral without the prior written connt of the Pledgee;
7.1.7The Pledgor is incapable of repaying debt;
7.1.8The asts of the Company SPV are adverly affected so as to cau the Pledgee to
believe that such Pledgor’s ability to perform the obligations herein is adverly affected;
7.1.9The successors or agents of the Company SPV refu, or are only partly able, to perform
the payment obligations under the Supply Agreement;
7.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware of
or discovers that any event under Section 7.1 herein, or any event that may result in any one of the foregoing events, has occurred or is likely to occur.
7.3Unless an Event of Default has been resolved to the Pledgee’s satisfaction within15 days of
its occurrence (the “ Cure Period ”), the Pledgee may, at any time thereafter, give a written default notice (the “ Default Notice ”) to the Pledgor and require the Pledgor to immediately make full payment of the then outstanding payments and any other outstanding payables
under the Supply Agreement.
8.Exerci of Pledge
8.1Prior to the full payment under the Supply Agreement, without the Pledgee’s written connt,
the Pledgor shall not assign the Pledge or the Equity Interest in Company SPV.
8.2Pledgee may issue a Notice of Default to the Pledgor when exercising the Pledge.
8.3Subject to the provisions of 7.3, Pledgee may exerci the right to enforce the Pledge
concurrently with the issuance of the Notice of Default in accordance with Section 7.2 or at any time after the issuance of the Notice of Default. Once Pledgee elects to enforce the
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Pledge, the Pledgor shall cea to be entitled to any rights or interests associated with Equity Interest.
8.4In the event of default, Pledgee is entitled to take posssion of the Equity Interest pledged
hereunder and to dispo of the Equity Interest, to the extent permitted and in accordance with applicable laws, without obligation to account to Pledgor for proceeds of disposition and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee.
Likewi, in such circumstance Pledgor shall have no obligation to Pledgee for any
属鸡多大了deficiency remaining after such disposition of the Equity Interest.
8.5When Pledgee dispos of the Pledge in accordance with this Agreement, Pledgor and the
Company SPV shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.
9.Assignment
9.1The Pledgor shall not assign or otherwi transfer the rights and obligations herein without
the Pledgee’s prior written connt.
9.2This Agreement shall be binding up on the Pledgor and its respective successors, and shall be
binding on the Pledgee and each of its successor and assignees.
9.3Upon the transfer or assignment by the Pledgee of any or all of its rights and obligations
under the Consulting Service Agreement, the Pledgee’s transfe ree or assignee shall enjoy and undertake the same rights and obligations as the Pledgee under this Agreement. The Pledgor shall be notified of any such transfer or assignment by written notice and at the request of the Pledgee, the Pledgor shall execute such relevant agreements and/or documents with respect to such transfer or assignment.
9.4In the event of the Pledgee’s change in control resulting in the transfer or assignment of this
Agreement, the successor to the Pledgee and the Pledgors shall execute a new equity pledge agreement.
10.Formalities, Fees and Other Charges
10.1The Pledgor shall be responsible for all the fees and expens in relation to this Agreement,
including, but not limited, to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with applicable law, the Pledgor shall fully reimbur the Pledgee of such taxes.
10.2The Pledgor shall be responsible for all expens (including, but not limited to, any taxes,
application fees, management fees, litigation costs, attorney’s fees, and various insurance premiums in connection with the disposition of the Pledge) incurred by the Pledgee in its recour to collect from the Pledgor arising from the Pledgor’ s failure to pay any relevant taxes and fees.
11.Force Majeure
11.1“Force Majeure ” shall include, but not be limited, to acts of governments, acts of nature,
fire, explosion, typhoon, flood, earthquake, tide, lightning, war, and any unforeen events beyond a Party’s reasonable control or which cannot be prevented with reasonable care.
However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. A Party affected by Force Majeure shall promptly notify the other Parties of such ev ent in order to be exempted from such Party’s obligations under this
Agreement.
11.2In the event that the affected Party is delayed or prevented from performing its obligations
under this Agreement due to Force Majeure, the affected Party shall not be responsible for any damage caud by the delay or prevention of such performance, as long as such damage is within the scope of such delay or prevention. The affected Party shall take appropriate
means to minimize or remove the effects of Force Majeure and attempt to resume
performance of the obligations delayed or prevented by Force Majeure. When such Force Majeure c
eas to exist, both Parties covenant and agree to resume the performance of this Agreement with their best efforts.
12.Confidentiality
The Parties hereby acknowledge and agree to ensure the confidentiality of all oral and written materials exchanged relating to this Agreement. No Party shall disclo any confidential information to any other third party without the other Parties’ prior written approval, unless : (a) such information was in the public domain at the time it was communicated (unless it entered the public domain without the authorization of the disclosing Party); (b) the disclosure was in respon to the relevant laws, regulations, or stock exchange rules; or (c) the disclosure was required by any of the Party’s legal counl or financial consultant for the purpo of the transaction underlying this Agreement. However, such legal counl and/or financial consultant shall also comply with the confidentiality as stated hereof. The disclosure of confidential information by employees or agents of the disclosing Party is deemed to be an act of the disclosing Party, and such disclosing Party shall bear all liabilities for any breach of confidentiality.
13.Dispute Resolution
13.1This Agreement shall be governed by and construed in accordance with the laws of the PRC.
13.2The Parties shall strive to resolve any disputes arising from the interpretation or performance
of this Agreement through amicable negotiations. If a dispute cannot be ttled, any Party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall abide by the then current rules of CIETAC, and the arbitration proceedings shall be conducted in Beijing, China in Chine. The decision of CIETA shall be final and binding upon the parties.
14.Notices
14.1Any notice given by the parties hereto for the purpo of performing the rights and
obligations hereunder shall be in writing. If such notice is delivered by mesnger, the time of receipt is the time when such notice is received by the addre; if such notice is
transmitted by facsimile, the time of receipt is the time when such notice is transmitted. If the notice does not reach the addre by the end of the business day, the following business day shall be the date of receipt. The place of delivery is the Party’s address as t forth in the signature pages he
六马仰秣reto or the address advid in writing including via facsimile.
14.2For the purpo of notices, the address of the Parties are as follows:
15.Entire Contract
The Parties agree that this Agreement constitutes the entire agreement of the Parties upon its effectiveness and superdes all prior oral and/or written agreements and understandings relating to this Agreement.
16.Severability
