ENFORCEMENT OF THE PLEDGE. 6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations has become due and payable, then in order to enforce the Pledge, the Collateral Agent (acting on the instructions of the Secured Parties) may on its own behalf at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.
6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany.
6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.
6.4 If the Pledgee (acting on instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.
6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.
6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.
6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.
6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of the...
ENFORCEMENT OF THE PLEDGE. 8.1 Before the obligations under the Transaction Documents are fully performed, the Pledgors shall not transfer their Equity in Party C without written consent of the Pledgee.
8.2 The Pledgee may send a Breach Notice to the Pledgors when it exercises the Pledge.
8.3 Subject to the provisions of Clause 7.3 hereof, the Pledgee may enforce any rights to the Pledge when or after it sends the Breach Notice according to Clause 7.2 hereof.
8.4 The Pledgee is entitled to first payment from the proceeds of transfer, auction or sale of the pledged Equity hereunder in whole or in part according to the legal procedures, until the obligations under the Transaction Documents are fully performed by Party C and the Pledgors.
8.5 When the Pledgee disposes of the Pledge according to this Contract, the Pledgors and Party C shall provide necessary assistance to enable the Pledgee to enforce the Pledge according to this Contract.
8.6 The Pledgors shall assume all expenses, taxes and legal costs with respect to creation of the Pledge and realization of the Pledgee’s rights hereunder, except for those to be assumed by the Pledgee or Party C according to law or the agreement between the Parties.
8.7 The Parties acknowledge that each founding shareholder (i.e., Xxxxxxx Xx, Xx Xxxx and Xxxx Xxxx) and Party C shall be jointly and severally liable for any breach of any provisions hereof, and shall not be jointly and severally liable for any breach of this Contract by other shareholders than the founding shareholders and the employee shareholding platform (“Investor Shareholders”) (unless any founding shareholder provides assistance to any transfer or other disposal of the Equity by any Investor Shareholder in violation of this Contract, and fails to notify the Pledgee to take corresponding measures or to obtain consent of Party A, in which case the founding shareholder shall assume joint and several liability with the Investor Shareholder for the latter’s breach). Each Investor Shareholder shall be severally liable for any breach under the Transaction Documents attributable to itself, and shall not assume any joint and several liability for any breach by the other Parties hereto. Without limiting the generality of the above provisions, notwithstanding any contrary provisions hereof, the Pledgee shall exercise the Pledge against all Pledgors in proportion to their respective shareholding percentages, unless the exercise of the Pledge is resulting from any Pledgor’s breach of any repre...
ENFORCEMENT OF THE PLEDGE. (a) Upon the occurrence of an Event of Default, the Pledgee is entitled to enforce the Pledge immediately, in its absolute discretion and exercise any right under (i) applicable law (including, without limitation, article 11 of the Collateral Act 2005), and/or (ii) this Pledge Agreement and to enforce all or any part of the Pledge in respect of the Shares in any manner it sees fit. The Pledgee shall, in particular, be entitled to:
(i) sell, or cause the sale of, the Shares (or any part thereof) (i) in a private sale (vente de gré à gré) at normal commercial terms (conditions commerciales normales) or (ii), subject to article 188 of the Companies Xxx 0000, in a sale organised by a stock exchange or regulated market (to be chosen by the Pledgee) or in a public sale (organised in any manner the Pledgee sees fit and which, for the avoidance of doubt, does not need to be made by or within a stock exchange or regulated market); or
(ii) appropriate the Shares (or any part thereof) at their fair value as determined by an independent auditor (réviseur d’entreprises) having an international reputation or a reputable investment bank appointed by the Pledgee on the basis of such available elements and facts as deemed relevant by the auditor or the investment bank. The Pledgee may, at its sole discretion, determine the date on which the appropriation becomes effective, including a date before the valuation has been commenced or completed. For the avoidance of doubt, the date of appropriation cannot occur prior to the occurrence of an Event of Default. The Pledgee can further determine, at its sole discretion, that the right to appropriate all or part of the Shares be exercised by an entity other than the Pledgee (including a special purpose vehicle), it being understood that an appropriation of the Shares by such other entity shall be deemed to have the same effects under the Loan Documents as if the Pledgee had proceeded to such appropriation; or
(iii) request that the Shares be attributed (attribution judiciaire) to the Pledgee pursuant to a court order in discharge of the Obligations or any part thereof following a valuation of the Shares made by a court appointed expert; or
(iv) use any other realisation or enforcement method to the widest extent permitted by applicable law; or
(v) act generally in relation to the Shares in such manner as the Pledgee acting reasonably shall determine.
(b) The Pledgee shall have the right to request enforcement of the Pledge in resp...
ENFORCEMENT OF THE PLEDGE. (a) No act has been taken and no circumstances exist that are capable of limiting or preventing the Pledgee from exercising or enforcing its rights under this Agreement or enforcing the Pledge or restricting the scope of such rights.
(b) If the Pledge is enforced in accordance with Clause 7 (Enforcement of Pledge), it shall be enforceable without the need to request any judgment, preliminary injunction, approval, consent or permit of any judicial, administrative or other authority, or any approval, consent or permit of the Pledgor or any other person, to the enforcement of the Pledge.
ENFORCEMENT OF THE PLEDGE. (1) In the event that the Pledgor fails to perform the Secured Obligations, the Pledgee may enforce the Pledge upon the Pledged Shares in accordance with this Agreement and applicable Laws.
(2) In the event of the circumstances set forth in Section 5(1), the Pledgee may exercise all rights as a pledgee in relation to the Pledged Shares, including, but not limited to, the following:
1. the right to dispose of the Pledged Shares at a time, method, and price that are commercially reasonable, and apply the proceeds net of relevant expenses to the satisfaction of the Secured Obligations;
2. the right to acquire the Pledged Shares in lieu of the full or partial satisfaction of the Secured Obligations by a commercially reasonable method; and
3. the right to directly receive, demand, or file a lawsuit to collect any funds or other properties that the Pledgee or the Pledgor is entitled to receive in connection with the Pledged Shares, in the name of the Pledgee or the Pledgor, and apply the proceeds to the satisfaction of the Secured Obligations.
(3) If the Pledgee intends to enforce the Pledge, the Pledgee shall notify the Pledgor of the specific manner elected by the Pledgee by which the Pledge shall be enforced. The Pledgor shall provide the Pledgee with all documents requested by the Pledgee to enforce the Pledge, and shall cooperate with the Pledgee in connection such enforcement if requested by the Pledgee.
(4) If the proceeds assessed to be recovered by the Pledgee through the enforcement of the Pledge pursuant to this Article 5 are insufficient to cover the entire Secured Obligations and the total amount of reasonable costs and expenses incurred to enforce the Pledge, the shortfall shall be borne by the Pledgor. If there remains any fund after settlement of all relevant costs expenses and the Secured Obligations, the Pledgee shall return such excess to the Pledgor without delay.
ENFORCEMENT OF THE PLEDGE. 11.1 The Pledgor accepts that at any time after the occurrence of an Enforcement Event or of a Bonding Facility Enforcement Event and the Security Trustee (acting on instructions received pursuant to the terms of the Security Trust and Intercreditor Deed) giving notice to the Issuer thereof and after five days from service of notice to the Pledgor in accordance with Article 2797, first paragraph, of the Italian Civil Code, the Security Trustee is authorised, in its absolute discretion, upon the terms and conditions set out under Clause 10 (Action and Enforcement Action) of the Security Trustee and Intercreditor Deed, to enforce the Transaction Security and therefore to sell the Pledged Shares in whole or in part, and in one or more stages, pursuant to Article 2797, last paragraph, of the Italian Civil Code. The Security Trustee, on behalf of the Secured Creditors, may also, in its absolute discretion, appoint a different credit institution to arrange the sale, or a financial brokerage company or any other specialised operator in the securities market, or proceed directly to a sale to third parties. A report of the terms of the sale effected as per above must however be delivered to the Pledgor.
11.2 The above is without prejudice to any other form of enforcement of the pledge or sale of shares as provided for by law, including, without limitation, the ability to request the assignment by way of payment of the Pledged Shares.
11.3 For the purposes of the above, the Pledgor accepts that the Security Trustee may represent each of the Secured Creditors with respect to any formalities relating to the enforcement of the pledge and the transfer of the Pledged Shares, and/or any related pre-emptive rights.
ENFORCEMENT OF THE PLEDGE. 6.1 Upon the occurrence of a Notification Event which is continuing, the Beneficiary shall be entitled to, in accordance with the law and subject to the provisions of Article 2360 of the French Civil Code (Code civil), allocate, in its sole discretion and without any formalities whatsoever, at any time (hereinafter, for the purpose of this paragraph, the “Enforcement Date”) the Credit Balance of the Pledged Accounts, as it will then appear, to the payment of the Secured Obligations, decreased by the amount due under the payment referred to below, as they appear in the books of the Pledgor: · checks drawn from the concerned account and dated at the latest of the Business Day preceding the Date of Blocking Notice; · transfer orders received before the Date of Blocking Notice and withdrawals presented before the Date of Blocking Notice; and · all interests, commissions and expenses owed by the Pledgor to the Accounts Holder pursuant to its day-to-day operations at the Date of Blocking Notice.
6.2 In accordance with Article 2366 of French Civil Code (Code civil), the Beneficiary agrees to promptly repay to the Pledgor all amounts that it would have received in excess of its the amounts outstanding under the Secured Obligations, it being specified that the Parties allow set-off.
ENFORCEMENT OF THE PLEDGE. (a) On and at any time after the occurrence of an Event of Default which is continuing and has not been waived or remedied, the Collateral Agent shall be entitled to enforce the Pledge to the extent the Secured Obligations that are secured thereby, and in particular the Collateral Agent shall be entitled to:
(i) sell or cause the sale of all or any part of the Pledged Assets over a stock exchange or by public auction as currently provided for by article 11 (1) b) of the Collateral Law;
(ii) request the Luxembourg courts that title to the Pledged Assets be assigned to the Collateral Agent for payment of all or any part of the outstanding amount of the Secured Obligations secured thereby in accordance with an estimate made by an expert, as currently provided for by article 11 (1) c) of the Collateral Law;
(iii) appropriate or cause a third party to appropriate, the Pledged Assets at a price equal to the fair market value of the Pledged Assets as determined, before or after appropriation, by an independent external auditor (réviseur d’entreprises) appointed upon the request of the Collateral Agent by the president of the Institut Luxembourgeois des Réviseurs d’Entreprises, as provided for by article 11 (1) a) of the Collateral Law;
(iv) sell or cause the Pledged Assets to be sold in a private sale in a commercially reasonable manner, as currently provided for by article 11 (1) b) of the Collateral Law;
(v) act generally in relation to the Pledged Assets in such manner as the Collateral Agent acting reasonably shall determine, to the widest extent permitted by applicable law; and
(vi) in respect of any Pledged Assets consisting of claims for sums of money, (A) if the sum is owed by the Collateral Agent, to set off the amount due by the Collateral Agent with the amount due by the Pledgor, and (B) if the sum is owed by a third party, to require that third party to make payment of the amount due by such third party directly to it, upon maturity of the third party’s debt.
(b) In the event of an Event of Default as described above, the Collateral Agent shall have the right to request enforcement of all or part of the Pledged Assets in its discretion. No action, choice or absence of action in this respect, or partial enforcement, shall in any manner affect the Pledge as it then shall be (and in particular those Pledged Assets which have not been subject to enforcement). The Pledge shall continue to remain in full and valid existence until enforcement, discharge or t...
ENFORCEMENT OF THE PLEDGE. 8.1 If Party A enforces the Pledge due to the Pledgors’ breach of agreement, Party A shall send a Default Notice to the Pledgors.
8.2 Subject to Clause 7.3, Party A may enforce the Pledge at any time after sending the Default Notice in accordance with Clause 7.3.
8.3 The Pledgee shall be entitled to preferential repayment from any amount derived from the disposal, auction or sale of all or any part of the Equity pursuant to statutory procedures until the Pledgors has repaid the Loan in full and fully paid all debts, fees, liabilities, unpaid service fees and all other payable sums involved in the Contractual Obligations under the Transaction Agreements.
8.4 When Party A enforces the Pledge in accordance with this Agreement, the Pledgors shall not impose any obstacle and shall provide necessary support to enable Party A to enforce the Pledge.
ENFORCEMENT OF THE PLEDGE. 4.1 Upon and at any time after the occurrence of an Enforcement Event, the Pledgee shall be entitled to enforce the Pledge (in full or in part) at the sole costs of the Pledgor in the most favourable manner provided for by Luxembourg law at that time and in particular (without limitation) to require the Account Bank to make payment of all Pledged Assets (including, without limitation, amounts deposited to the credit of the Pledged Accounts) directly to the Pledgee and to act generally in relation to the Pledged Accounts and the Pledged Assets in such manner as the Pledgee shall reasonably determine acting in good faith and in accordance with the terms of this Agreement, the Collateral Law and, to the extent applicable, the Intercreditor Agreement.
4.2 Subject to the terms of the Intercreditor Agreement and the Collateral Law, the Pledgee will have total and unlimited discretion as to the manner or manners of enforcement of the Pledge and will not be required to have regard for the interests of the Pledgor. Any proceeds of enforcement received by the Pledgee shall be applied to satisfy the Secured Obligations in accordance with the Intercreditor Agreement. Any remaining Pledged Assets or proceeds of enforcement received by the Pledgee (if any) shall be returned by the Pledgee to the Pledgor in accordance with the terms of the Intercreditor Agreement and the other Senior Secured Finance Documents.
