Common use of CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS Clause in Contracts

CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS. (a) The Pledge constitutes a continuing security interest. The security created hereby shall only terminate and the Pledgee shall, subject to Clause 3 and to this Clause 7, only be obliged to release the Pledged Assets or the remainder thereof if and once the Pledgee is satisfied that all the Secured Debt has been irrevocably paid in full and that all the agreements which might give rise to Secured Debt have been terminated. (b) Any Pledged Assets to be returned pursuant to the preceding paragraph upon termination of this Agreement shall be delivered net of any transfer taxes or other expenses in connection with such return or release. Neither the Pledgee will make or shall be deemed to have made any representation or warranty, whether express or implied, with respect to any Pledged Assets so delivered, except that any such Pledged Assets shall be delivered to the Pledgor free and clear of any third party right granted by the Pledgee. (c) Upon each exercise of the Call Option, the Pledged Assets subject to the Pledge under this Agreement shall be reduced by an amount equal to the Relevant Proportion of the Pledged Assets as of the date of such exercise and the Pledgee shall release such amount of Pledged Assets from the Pledge.

CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS. (a) The Pledge constitutes a continuing security interest. The security created hereby shall only terminate and the Pledgee shall, subject to Clause 3 2.4 and to this Clause 78, only be obliged to release the Pledged Assets or the remainder thereof if and once the Pledgee is satisfied that all the Secured Debt has been irrevocably paid in full and that all the agreements which might give rise to Secured Debt have been terminated. (b) Any Pledged Assets to be returned pursuant to the preceding paragraph upon termination of this Agreement shall be delivered net of any transfer taxes or other expenses in connection with such return or release. Neither the Pledgee will make or shall be deemed to have made any representation or warranty, whether express or implied, with respect to any Pledged Assets so delivered, except that any such Pledged Assets shall be delivered to the Pledgor free and clear of any third party right granted by the Pledgee. (c) Upon each exercise If the Pledgor so requests the Pledgee in writing not later than 15 Business Days (or such other notice period as the parties may agree in writing from time to time) prior to the Maturity Date or the Early Termination Date or the Regulatory Termination Date (as these terms are defined in the Contract), the Pledgee shall, acting as agent of the Call OptionPledgor and on such terms as to price and other matters as the Pledgor and the Pledgee may from time to time agree, sell any number of Pledged Shares and transfer the net proceeds thereof to the account pledged under the Other Account Pledge Agreement concluded with Venture as pledgor. Any proceeds so transferred shall be applied by the Pledgee in or towards satisfaction of Venture's payment obligations under the Contract in respect of its termination on the Maturity Date, the Early Termination Date or the Regulatory Termination Date (as the case may be). (d) If the Pledgor so requests the Pledgee in writing not later than 5 Business Days (or such other notice period as the parties may agree in writing from time to time) prior to the Maturity Date or Early Termination Date (as these terms are defined in the Contract), the Pledgee shall appropriate the Pledged Assets subject to in or towards satisfaction of Venture's delivery obligations under the Pledge under this Agreement shall be reduced Contract in respect of its termination on the Maturity Date or early Termination Date (as the case may be). (e) Upon request by an amount equal to the Relevant Proportion of the Pledged Assets as of the date of such exercise and Pledgor the Pledgee shall release such amount of Pledged Assets from the PledgePledge constituted by this Agreement by transferring such Pledged Assets to one of the accounts in respect of which shares are pledged to the Pledgee pursuant to the share pledge agreements dated on or about the day hereof between the Pledgee and each of Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx and Xxxxxxxx Xxxxxx, provided that such Pledged Assets shall at all times during such transfer remain pledged to the Pledgee.

CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS. (a) The Pledge constitutes a continuing security interest. The security created hereby shall only terminate and the Pledgee shall, subject to Clause 3 2.4 and to this Clause 78, only be obliged to release the Pledged Assets or the remainder thereof if and once the Pledgee is satisfied that all the Secured Debt has been irrevocably paid in full and that all the agreements which might give rise to Secured Debt have been terminated. (b) Any Pledged Assets to be returned pursuant to the preceding paragraph upon termination of this Agreement shall be delivered net of any transfer taxes or other expenses in connection with such return or release. Neither the Pledgee will make or shall be deemed to have made any representation or warranty, whether express or implied, with respect to any Pledged Assets so delivered, except that any such Pledged Assets shall be delivered to the Pledgor free and clear of any third party right granted by the Pledgee. (c) Upon each exercise of the Call Optioncall option granted to the Pledgee under the Contract, the Pledged Assets number of Shares subject to the Pledge under this Agreement shall be reduced by an amount a number equal to the Relevant Proportion number of the Pledged Assets as of the date of such exercise Shares to be delivered to DB and the Pledgee shall release such amount Shares for delivery pursuant to the Contract. (d) If the Pledgor so requests the Pledgee in writing not later than 15 Business Days (or such other notice period as the parties may agree in writing from time to time) prior to the Maturity Date or the Early Termination Date or the Regulatory Termination Date (as these terms are defined in the Contract), the Pledgee shall, acting as agent of the Pledgor and on such terms as to price and other matters as the Pledgor and the Pledgee may from time to time agree, sell any number of Pledged Shares and transfer the net proceeds thereof to the Account. Any proceeds so transferred shall be applied by the Pledgee in or towards satisfaction of Venture's payment obligations under the Contract in respect of its termination on the Maturity Date, the Early Termination Date or the Regulatory Termination Date (as the case may be). (e) If the Pledgor so requests the Pledgee in writing not later than 5 Business Days (or such other notice period as the parties may agree in writing from time to time) prior to the Maturity Date or Early Termination Date (as these terms are defined in the Contract), the Pledgee shall appropriate the Pledged Assets from in or towards satisfaction of Venture's delivery obligations under the PledgeContract in respect of its termination on the Maturity Date or early Termination Date (as the case may be).

CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS. (a) The Pledge constitutes a continuing security interest. The security created hereby shall only terminate and the Pledgee shall, subject to Clause 3 2.4 and to this Clause 78, only be obliged to release the Pledged Assets or the remainder thereof if and once the Pledgee is satisfied that all the Secured Debt has been irrevocably paid in full and that all the agreements which might give rise to Secured Debt have been terminated. (b) Any Pledged Assets to be returned pursuant to the preceding paragraph upon termination of this Agreement shall be delivered net of any transfer taxes or other expenses in connection with such return or release. Neither the Pledgee will make or shall be deemed to have made any representation or warranty, whether express or implied, with respect to any Pledged Assets so delivered, except that any such Pledged Assets shall be delivered to the Pledgor free and clear of any third party right granted by the Pledgee. (c) Upon each exercise of the Call Option, the Pledged Assets number of Shares subject to the Pledge under this Agreement shall be reduced by an amount a number of Shares equal to the Relevant Proportion of the Shares constituting the Pledged Assets as of the date of such exercise and the Pledgee shall release such amount number of Shares from the Pledge and out of such Shares (i) appropriate for its own account such number of Shares as are deliverable to it under the Contract following such exercise of the Call Option and (ii) deliver the balance to or to the order of the Pledgor. (d) The Pledgor hereby authorizes and instructs the Pledgee to apply all or any part of the Pledged Assets from in or towards satisfaction of Triventura's delivery or payment obligations under the PledgeContract in respect of its termination on the Maturity Date or the Regulatory Termination Date (as the case may be), and the Pledgee agrees that it shall so apply such Pledged Assets in accordance with this Clause 8(d).

CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS. (a) The Pledge constitutes a continuing security interest. The security created hereby shall only terminate and the Pledgee shall, subject to Clause 3 2.4 and to this Clause 78, only be obliged to release the Pledged Assets or the remainder thereof if and once the Pledgee is satisfied that all the Secured Debt has been irrevocably paid in full and that all the agreements which might give rise to Secured Debt have been terminated. (b) Any Pledged Assets to be returned pursuant to the preceding paragraph upon termination of this Agreement shall be delivered net of any transfer taxes or other expenses in connection with such return or release. Neither the Pledgee will make or shall be deemed to have made any representation or warranty, whether express or implied, with respect to any Pledged Assets so delivered, except that any such Pledged Assets shall be delivered to the Pledgor free and clear of any third party right granted by the Pledgee. (c) Upon each exercise If the Pledgor so requests the Pledgee in writing not later than 15 Business Days (or such other notice period as the parties may agree in writing from time to time) prior to the Maturity Date or the Early Termination Date or the Regulatory Termination Date (as these terms are defined in the Contract), the Pledgee shall, acting as agent of the Call OptionPledgor and on such terms as to price and other matters as the Pledgor and the Pledgee may from time to time agree, sell any number of Pledged Shares and transfer the net proceeds thereof to the account pledged under the Other Account Pledge Agreement concluded with Venture as pledgor. Any proceeds so transferred shall be applied by the Pledgee in or towards satisfaction of Venture's payment obligations under the Contract in respect of its termination on the Maturity Date, the Early Termination Date or the Regulatory Termination Date (as the case may be). (d) If the Pledgor so requests the Pledgee in writing not later than 5 Business Days (or such other notice period as the parties may agree in writing from time to time) prior to the Maturity Date or Early Termination Date (as these terms are defined in the Contract), the Pledgee shall appropriate the Pledged Assets subject to in or towards satisfaction of Venture's delivery obligations under the Pledge under this Agreement shall be reduced Contract in respect of its termination on the Maturity Date or early Termination Date (as the case may be). (e) Upon request by an amount equal to the Relevant Proportion of the Pledged Assets as of the date of such exercise and Pledgor the Pledgee shall release such amount of Pledged Assets from the PledgePledge constituted by this Agreement by transferring such Pledged Assets to one of the accounts in respect of which shares are pledged pursuant to the share pledge agreements dated on or about the day hereof between the Pledgee and each of Xxxxxx Holding AG, Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx and Xxxxxxxx Xxxxxx, provided that such Pledged Assets shall at all times during such transfer remain pledged to the Pledgee.