CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 Except with the Trustee's prior written consent, the Chargor shall not (save as permitted under the High Yield Documents): (a) assign or dispose of all or any part of the Charged Portfolio; (b) create, grant or permit to exist (a) any security interest over or (b) any restriction on the ability to transfer or realise, all or any part of the Charged Portfolio, save for: (i) the Company's lien on unpaid shares conferred by Regulation 8 of Table A of the Companies (Tables A to F) Regulations 1985 (as in force at the date of this Agreement); and (ii) the ability of the directors of the Company to decline to register a transfer of shares as set out in article 7.1 of the Articles, provided that article 7.2 of the Articles continues to apply; or (c) do or (to the extent within its control) permit to be done any other act which, in the opinion of the Trustee, would adversely affect the Collateral Rights. 5.2 The Chargor represents and warrants to the Trustee and undertakes for the duration of this Agreement that (save as specified or permitted under the High Yield Documents): (a) it is, and will be, the sole legal and beneficial owner of the Charged Portfolio free from any security interest except as created by this Agreement; (b) it has not sold or disposed of, and will not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Portfolio; (c) it has and will have the necessary power to enable it to enter into and perform its obligations under this Agreement; (d) this Agreement constitutes its legal, valid and binding obligation; (e) all necessary authorisations to enable it to enter into this Agreement have been obtained and are, and will remain, in full force and effect; and (f) the authorised share capital of the Company as at the date hereof is (pound)51,000 and the issued share capital of the Company as at the date hereof consists of 50,032 ordinary shares of (pound)1.00 each and all such shares are fully paid. 5.3 The Chargor represents and warrants to the Trustee and undertakes for the duration of this Agreement to ensure that, at all times during the duration of the Agreement, the Charged Portfolio represents 65% (to the nearest share) but at no time more than 65% of the issued and voting share capital of the Company. 5.4 The Chargor represents to the Trustee that the Shares are fully paid and undertakes to pay all calls or other payments due in respect of any part of the Charged Portfolio. If the Chargor fails to make any such payment the Trustee may make that payment on behalf of the Chargor and any sums so paid by the Trustee shall be reimbursed by the Chargor on demand, together with interest on those sums. Such interest shall be calculated from the due date up to the actual date of payment (after, as well as before, judgement) at a rate equal to 1% per annum in excess of the interest rate applicable to the Notes at such time (or if no interest rate is applicable at such time, the most recent interest rate applicable to the Notes).
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CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 Except with the Security Trustee's prior written consent, the Chargor shall not (save as permitted under the High Yield Documents):not:
(a) 5.1.1 assign or dispose of all or any part of the Charged Portfolio;; or
(b) 5.1.2 create, grant or permit to exist (a) any security interest over or (b) any restriction on the ability to transfer or realise, all or any part of the Charged Portfolio, save for: (i) the Company's lien on unpaid shares conferred by Regulation 8 of Table A of the Companies (Tables A to F) Regulations 1985 (as in force at the date of this Agreement); and (ii) the ability of the directors of the Company to decline to register a transfer of shares as set out in article 7.1 of the Articles, provided that article 7.2 of the Articles continues to apply; or
(c) do or (to the extent within its control) permit to be done any other act which, in the opinion of the Trustee, would adversely affect the Collateral Rights.
5.2 The Chargor hereby represents and warrants to the Security Trustee and undertakes for during the duration subsistence of this Agreement that (save as specified or permitted under the High Yield Documents):that:
(a) 5.2.1 it is, and will be, the sole legal and beneficial owner of the Charged Portfolio free from any security interest except as created by this Agreement;
(b) 5.2.2 it has not sold or disposed of, and will not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Portfolio;
(c) 5.2.3 it has and will have the necessary power to enable it to enter into and perform its obligations under this Agreement;
(d) 5.2.4 the obligations expressed to be assumed by it under this Agreement constitutes constitute its legal, valid and binding obligationobligations and this Agreement constitutes an effective security over the Charged Portfolio;
(e) 5.2.5 all necessary authorisations to enable it to enter into this Agreement have been obtained and are, and will remain, in full force and effect; and;
(f) 5.2.6 the authorised Shares constitute the entire issued share capital of the Company as Corgi Classics Holdings at the date hereof is (pound)51,000 and the issued share capital of the Company as at the date hereof consists of 50,032 ordinary shares of (pound)1.00 each and all such shares are fully paid.
5.3 The Chargor represents and warrants to the Trustee and undertakes for the duration of this Agreement to ensure that, at all times during the duration of the Agreement, the Charged Portfolio represents 65% (to the nearest share) but at no time more than 65% of the Shares have been validly issued and voting share capital of the Company.
5.4 The Chargor represents to the Trustee that the Shares are fully paid and undertakes to pay all calls up;
5.2.7 it has not granted in favour of any other persons any interest in or any option or other payments due rights in respect of any Shares and there are no duplicate copies of the certificates in respect of the Shares or other certificates representing the Shares;
5.2.8 it shall ensure that no person holding any Shares as its nominee for the time being create, attempt or agree to create or permit to arise or exist any encumbrance over all or any part of the Charged Portfolio. If Shares or any interest therein or assign, deal with or dispose of all or any part of the Chargor fails Shares (except under or pursuant to make this Agreement) or grant in favour of any such payment other person any interest in or any option or other rights in respect of any of the Shares;
5.2.9 it shall procure that no amendment or supplement is made to the constitutional documents of Corgi Classics Holdings without the prior written consent of the Security Trustee;
5.2.10 authorise the Security Trustee may make that payment to sign on its behalf and on behalf of each person holding any of the Shares as nominee of the Chargor and any sums so paid by the Trustee shall be reimbursed by the Chargor on demand, together with interest on those sums. Such interest shall be calculated from the due date up to the actual date of payment (after, as well as before, judgement) at a rate equal to 1% per annum in excess of the interest rate applicable to the Notes at such time (or if no interest rate is applicable at such time, the most recent interest rate applicable to the Notes).proxies or
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CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 Except with the Trustee's prior written consent, the Chargor shall not (save as permitted under the High Yield Documents):
(a) assign or dispose of all or any part of the Charged Portfolio;
(b) create, grant or permit to exist (a) any security interest over or (b) any restriction on the ability to transfer or realise, all or any part of the Charged Portfolio, save for: (i) the Company's lien on unpaid shares conferred by Regulation 8 of Table A of the Companies (Tables A to F) Regulations 1985 (as in force at the date of this Agreement); and (ii) the ability of the directors of the Company to decline to register a transfer of shares as set out in article 7.1 of the Articles, provided that article 7.2 of the Articles continues to apply; or
(c) do or (to the extent within its control) permit to be done any other act which, in the opinion of the Trustee, would adversely affect the Collateral Rights.
5.2 The Chargor represents and warrants to the Trustee and undertakes for the duration of this Agreement that (save as specified or permitted under the High Yield Documents):
(a) it is, and will be, the sole legal and beneficial owner of the Charged Portfolio free from any security interest except as created by this Agreement;
(b) it has not sold or disposed of, and will not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Portfolio;
(c) it has and will have the necessary power to enable it to enter into and perform its obligations under this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation;
(e) all necessary authorisations to enable it to enter into this Agreement have been obtained and are, and will remain, in full force and effect; and
(f) the authorised share capital of the Company as at the date hereof is (pound)51,000 and the issued share capital of the Company as at the date hereof consists of 50,032 ordinary shares of (pound)1.00 each and all such shares are fully paid.
5.3 The Chargor represents and warrants to the Trustee and undertakes for the duration of this Agreement to ensure that, at all times during the duration of the Agreement, the Charged Portfolio represents 65% (to the nearest share) but at no time more than 65% of the issued and voting share capital of the Company.
5.4 The Chargor represents to the Trustee that the Shares are fully paid and undertakes to pay all calls or other payments due in respect of any part of the Charged Portfolio. If the Chargor fails to make any such payment the Trustee may make that payment on behalf of the Chargor and any sums so paid by the Trustee shall be reimbursed by the Chargor on demand, together with interest on those sums. Such interest shall be calculated from the due date up to the actual date of payment (after, as well as before, judgement) at a rate equal to 1% per annum in excess of the interest rate applicable to the Notes at such time (or if no interest rate is applicable at such time, the most recent interest rate applicable to the Notes).
5.5 The Chargor shall not exercise its voting rights in relation to the Charged Portfolio in any manner, or otherwise permit or agree to, or concur or participate in any (i) variation of the rights attaching to or conferred by all or any part of the Charged Portfolio (ii) increase in the issued share capital of any company whose shares are charged pursuant to this Agreement (iii) exercise, renunciation or assignment of any right to subscribe for any shares or securities or (iv) reconstruction, amalgamation, sale or other disposal of any company or any of the assets of any company (including the exchange, conversion or reissue of any shares or securities as a consequence thereof) whose shares are charged under this Agreement, which in the opinion of the Trustee would prejudice the value of, or the ability of the Trustee to realise, the security created by this Agreement provided that the proceeds of any such action shall form part of the Charged Portfolio.
5.6 The Charger shall immediately notify the Trustee if it or any of its Subsidiaries receives a Pension Notice.
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Samples: Security Over Shares Agreement (Kronos International Inc)
CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 Except with the Security Trustee's prior written consent, the Chargor shall not (save as permitted under the High Yield Documents):not:
(a) 5.1.1 assign or dispose of all or any part of the Charged Portfolio;; or
(b) 5.1.2 create, grant or permit to exist (a) any security interest over or (b) any restriction on the ability to transfer or realise, all or any part of the Charged Portfolio, save for: (i) the Company's lien on unpaid shares conferred by Regulation 8 of Table A of the Companies (Tables A to F) Regulations 1985 (as in force at the date of this Agreement); and (ii) the ability of the directors of the Company to decline to register a transfer of shares as set out in article 7.1 of the Articles, provided that article 7.2 of the Articles continues to apply; or
(c) do or (to the extent within its control) permit to be done any other act which, in the opinion of the Trustee, would adversely affect the Collateral Rights.
5.2 The Chargor hereby represents and warrants to the Security Trustee and undertakes for during the duration subsistence of this Agreement that (save as specified or permitted under the High Yield Documents):that:
(a) 5.2.1 it is, and will be, the sole legal and beneficial owner of the Charged Portfolio free from any security interest except as created by this Agreement;
(b) 5.2.2 it has not sold or disposed of, and will not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Portfolio;
(c) 5.2.3 it has and will have the necessary power to enable it to enter into and perform its obligations under this Agreement;
(d) 5.2.4 the obligations expressed to be assumed by it under this Agreement constitutes constitute its legal, valid and binding obligationobligations and this Agreement constitutes an effective security over the Charged Portfolio;
(e) 5.2.5 all necessary authorisations to enable it to enter into this Agreement have been obtained and are, and will remain, in full force and effect; and;
(f) 5.2.6 the authorised Shares constitute the entire issued share capital of the Company as Corgi Classics at the date hereof is (pound)51,000 and all the Shares have been validly issued share capital and are fully paid up;
5.2.7 it has not granted in favour of any other persons any interest in or any option or other rights in respect of any Shares and there are no duplicate copies of the Company certificates in respect of the Shares or other certificates representing the Shares;
5.2.8 it shall ensure that no person holding any Shares as at its nominee for the date hereof consists time being create, attempt or agree to create or permit to arise or exist any encumbrance over all or any part of 50,032 ordinary shares the Shares or any interest therein or assign, deal with or dispose of all or any part of the Shares (pound)1.00 except under or pursuant to this Agreement) or grant in favour of any other person any interest in or any option or other rights in respect of any of the Shares;
5.2.9 it shall procure that no amendment or supplement is made to the constitutional documents of Corgi Classics without the prior written consent of the Security Trustee;
5.2.10 authorise the Security Trustee to sign on its behalf and on behalf of each person holding any of the Shares as nominee of the Chargor any proxies or other documents which the Security Trustee may require to enable the Security Trustee to exercise such voting and all such shares are fully paidother rights and powers attaching to the Shares; and
5.2.11 it shall not do, cause or permit to be done anything which may in any material way jeopardise, lead to the depreciation of, or otherwise prejudice the value of the Charged Portfolio.
5.3 The Chargor represents and warrants to the Trustee and undertakes for the duration of this Agreement to ensure that, at all times during the duration of the Agreement, the Charged Portfolio represents 65% (to the nearest share) but at no time more than 65% of the issued and voting share capital of the Company.
5.4 The Chargor represents to the Security Trustee that the Shares are fully paid and undertakes to pay all calls or other payments due in respect of any part of the Charged Portfolio. If the Chargor fails to make any such payment the Security Trustee may make that payment on behalf of the Chargor and any sums so paid by the Security Trustee shall be reimbursed by the Chargor on demand, together with interest on those sumsthereon. Such interest shall be calculated from the due date up to the actual date of payment (after, as well as before, judgement) at a rate equal to 1% per annum in excess accordance with Clause 22.2 of the Facility Agreement as if the payment on which such interest rate applicable to is payable hereunder is an Unpaid Sum under Clause 22.2 of the Notes at such time (or if no interest rate is applicable at such time, the most recent interest rate applicable to the Notes)Facility Agreement.
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