Certain Foreign Law Pledge Agreements Sample Clauses

Certain Foreign Law Pledge Agreements. (xi) Notwithstanding the foregoing provisions of this Section 6.21, the Company shall (or shall cause the applicable Subsidiary to) on or prior to the date thirty (30) days following the Closing Date (or such later date as the Agent shall agree in its sole discretion), execute and deliver to the Agent either an amendment and/or reaffirmation of each Foreign Law Pledge Agreement executed and delivered (or reaffirmed or otherwise in effect) under the Existing Credit Agreement (an “Existing Foreign Law Pledge Agreement”) that is governed by the laws of France or Hong Kong, or a substitute Foreign Law Pledge Agreement therefor, in any such case, as deemed appropriate under the applicable local law of such Foreign Law Pledge Agreement, together with such supporting documentation (including, without limitation, additional Collateral Documents, authorizing resolutions and/or opinions of counsel) as the Agent may reasonably request, in order to provide the Agent with a perfected, first priority security interest in the Equity Interests of the Foreign Subsidiary subject to such Foreign Law Pledge Agreement; it being understood and agreed that no such amendment, reaffirmation, substitution or supporting documentation shall be required with respect to the Existing Foreign Law Pledge Agreement governed by the laws of Germany.
Sample 1
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Certain Foreign Law Pledge Agreements. Notwithstanding the foregoing provisions of this Section 6.21, the Company shall (or shall cause the applicable Subsidiary to) on or prior to the date thirty (30) days following the Closing Date (or such later date as the Agent shall agree in its sole discretion), execute and deliver to the Agent either an amendment and/or reaffirmation of each Foreign Law Pledge Agreement executed and delivered (or reaffirmed) under the Existing Credit Agreement (an “Existing Foreign Law Pledge Agreement”) that is governed by the laws of France or Germany, or a substitute Foreign Law Pledge Agreement therefor, in any such case, as deemed appropriate under the applicable local law of such Foreign Law Pledge Agreement, together with such supporting documentation (including, without limitation, additional Collateral Documents, authorizing resolutions and/or opinions of counsel) as the Agent may reasonably request, in order to provide the Agent with a perfected, first priority security interest in the Equity Interests of the Foreign Subsidiary subject to such Foreign Law Pledge Agreement; it being understood and agreed that (i) amendment, reaffirmation, substitution or supporting documentation in connection with each Existing Foreign Law Pledge Agreement governed by the laws of the United Kingdom shall be delivered as a condition to the Closing Date and (ii) no such amendment, reaffirmation, substitution or supporting documentation shall be required with respect to the Existing Foreign Law Pledge Agreement governed by the laws of Hong Kong unless, as of the date one hundred eighty (180) days following the Closing Date (or such later date as the Agent shall agree in its sole discretion), the Foreign Subsidiary whose Equity Interests are pledged under such Existing Foreign Law Pledge Agreement constitutes a first-tier Material Foreign Subsidiary as of such date whose shares are required to be pledged pursuant to the terms of the other provisions of this Section 6.21.
Sample 1

Related to Certain Foreign Law Pledge Agreements

  • Pledge Agreements Duly executed originals of each of the Pledge Agreements accompanied by (as applicable) (a) share certificates representing all of the outstanding Stock being pledged pursuant to such Pledge Agreement and stock powers for such share certificates executed in blank and (b) the original Intercompany Notes and other instruments evidencing Indebtedness being pledged pursuant to such Pledge Agreement, duly endorsed in blank.

  • Stock Pledge Agreement The term "Stock Pledge Agreement" shall have the meaning set forth in Section 6.3(xiii).

  • Negative Pledge Agreements Neither the Borrower nor any Subsidiary will create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts any Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

  • of the Pledge Agreement Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Register.

  • Pledge Agreement Other than as expressly permitted hereunder, the Pledge Agreement or any other Security Document pursuant to which the Capital Stock or Stock Equivalents of the Borrower or any Subsidiary is pledged or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s or Credit Party’s obligations under any Security Document; or

  • Pledge Amendments To the extent any Pledged Collateral has not been delivered as of the Closing Date, such Grantor shall deliver a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a “Pledge Amendment”). Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement.

  • Termination of Pledge Agreement This Agreement and the rights hereby granted by Pledgor in the Collateral shall cease, terminate and be void upon fulfillment of all of the obligations of Pledgor under the Securities Contract and hereunder. Any Collateral remaining at the time of such termination shall be fully released and discharged from the Security Interests and delivered to Pledgor by Secured Party, all at the request and expense of Pledgor.

  • Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc The execution, delivery and performance by each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to any Credit Party where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, other than (i) consents, authorizations, filings or other acts or consents previously obtained or for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) consents or filings under the UCC or other security filings.

  • Reference to and Effect on the Credit Agreement and the Other Loan Documents (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in any other Loan Document to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

  • Pledge and Security Agreement The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

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