NEGATIVE PLEDGE AND OTHER RESTRICTIONS. 6.1 The Charging Company shall not, without the prior written consent of the Agent or save as otherwise permitted under the Loan Agreement (and, for the avoidance of doubt, with the exception of any Permitted Liens):
6.1.1 create, or agree or attempt to create, or permit to subsist, any Lien of any kind (including any security conferring power to convert a floating charge into a fixed charge in relation to any Asset) or any trust over any of its Assets or permit any Lien to arise or subsist over any such Assets;
6.1.2 sell, assign, lease, license or sub-license, or grant any interest in, or otherwise part with possessions of, dispose of, or cease to control, any of its Charged Property, or the right to receive or be paid the proceeds arising on collection or realisation of the same or purport to do any such act (save that, unless otherwise prohibited by the Loan Agreement or if the Charged Property is expressed to be subject to a fixed charge, it may deal with its Floating Charge Assets in the ordinary course of its business) or allow any subsidiary to do any such thing; or
6.1.3 dispose of the equity of redemption in respect of any Charged Property.
NEGATIVE PLEDGE AND OTHER RESTRICTIONS. Except as otherwise permitted under any of the Finance Documents or with the prior written consent of the Security Agent:
(a) no New Chargor shall create or permit to subsist any Security over any of its Assets;
(b) no New Chargor shall sell, transfer or otherwise dispose of any of its Receivables; and
(c) no New Chargor shall:
(i) sell, transfer or otherwise dispose of any of its Assets on terms whereby they are or may be leased to or re-acquired by an Obligor;
(ii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction would be in breach of the Facilities Agreement.
NEGATIVE PLEDGE AND OTHER RESTRICTIONS. The Chargor shall not, without the prior written consent of the Security Agent (save as otherwise permitted by any Loan Document):
(a) create, or agree or attempt to create, or permit to arise or subsist, any Lien of any kind or any trust over any of the Charged Property;
(b) sell, transfer, assign or otherwise dispose of any of the Charged Property or the equity of redemption in respect of any of the Charged Property; or
(c) do or cause or permit to be done anything which may in any way materially depreciate, jeopardise or otherwise materially prejudice the market value or collateral value of the Charged Property or the rights of the Secured Parties hereunder.
NEGATIVE PLEDGE AND OTHER RESTRICTIONS. (a) The Borrower shall not trade, carry on any business, own any material assets or incur any material liabilities except for:
(i) Permitted Borrower Activity; and
(ii) any other actions permitted under this Clause 19.4.
(b) Other than the acquisition (including without limitation by way of granting [*****], acting as broker, a Blind Mandate for such purposes) and holding of the SDRs in an amount up to the Maximum Number of Collateral SDRs, the Borrower shall not make any acquisition, whether by one or a series of transactions, (including without limitation, by purchase, subscription or otherwise) of all or any part of the share capital, depositary receipts or equivalent of any company or other person (including, without limitation, any partnership or joint venture) or any asset or assets of any company or other person (including, without limitation, any partnership or joint venture) constituting a business or separate line of business of that company or other person.
(c) Each Obligor shall procure that:
(i) the Affiliates of the Borrower (other than the Borrower) shall not purchase or hold any SDRs (except as regards SDRs corresponding to purchases made by Holdco on or prior to the Signing Date and which have not been transferred to the Borrower prior to the Signing Date, provided that such SDRs shall be transferred to the Borrower promptly upon receipt by Holdco); and
(ii) any Affiliates of the Borrower and the Borrower shall not purchase or hold any Shares;
(d) The Borrower may purchase the SDRs (including without limitation by way of granting [*****], acting as broker, a Blind Mandate for such purposes), provided that, in aggregate, the number of SDRs so purchased does not exceed the Maximum Number of Collateral SDRs. Any SDRs purchased by the Borrower (or Holdco as contemplated under paragraph (c)(i) above) other than with the proceeds of any Loan shall be deposited into the Collateral SDRs Account no later than within two (2) Business Days of such purchase. The Borrower shall ensure that no more than the Maximum Number of Collateral SDRs are deposited to the Collateral SDRs Account at any time.
(e) No Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.
(f) The Borrower shall not incur or allow to remain outstanding any Financial Indebtedness, other than: (i) the Financial Indebtedness arising under the Finance Documents; (ii) any Financial Indebtedness incurred pursuant to any Permitted Equity Contr...
NEGATIVE PLEDGE AND OTHER RESTRICTIONS. The Chargor shall not, without the prior written consent of Agent (save as otherwise permitted by any Irish Loan Document):
5.1.1 create, or agree or attempt to create, or permit to arise or subsist, any lien of any kind (save for Permitted Liens) or any trust over any of the Charged Property;
5.1.2 sell, transfer, assign or otherwise dispose of any of the Charged Property or the equity of redemption in respect of the Charged Property; or
5.1.3 do or cause or permit to be done anything which may in any way materially depreciate, jeopardise or otherwise materially prejudice the market value or collateral value of the Charged Property or the rights of Agent on behalf of the Lender Group hereunder.
NEGATIVE PLEDGE AND OTHER RESTRICTIONS. 6.1 The Parent shall not, except as otherwise permitted by the Credit Agreement, without the prior written consent of the Collateral Agent:
(a) create, or agree or attempt to create, or permit to subsist, any mortgage, fixed or floating charge, pledge or other security of any kind (including any security conferring power to convert a floating charge into a fixed charge in relation to any Asset) or any trust over any Asset, or permit any lien (other than a lien arising by operation of law in the ordinary course of the Parent’s business) to arise or subsist over any Asset; or
(b) sell, assign, lease, license or sub-license, or grant any interest in, of its Land or Intellectual Property Rights, or purport to do any such act, or part with possession or ownership of them, or allow any third party access or the right to use any copy of any of its Intellectual Property Rights.
6.2 The provisions of clause 6.1 shall not apply to the extent of securing any part of the facility granted to the Borrower under the Term Loan Documents.
NEGATIVE PLEDGE AND OTHER RESTRICTIONS. Neither Charging Company shall, without the prior written consent of the Lender or save as otherwise permitted under the Subsidiary Loan Documents (and, for the avoidance of doubt, with the exception of any Permitted Liens):
(a) create, or agree or attempt to create, or permit to subsist, any Lien of any kind (including any security conferring power to convert a floating charge into a fixed charge in relation to any Asset) or any trust over any of its Assets or permit any lien (other than a lien arising by operation of law in the ordinary course of its business) to arise or subsist over any such Assets;
(b) sell, or agree to sell, assign, lease, license or sub-license, or grant any interest in, or otherwise part with possession of, dispose of, or cease to control, any of its Charged Property, or the right to receive or be paid the proceeds arising on disposal of the same or purport to do any such act (save that, unless otherwise prohibited by the Loan Agreement, it may deal with its Floating Charge Assets in the ordinary course of its business) or allow any third party to do any such thing;
(c) do or cause or permit to be done anything which may in any way materially depreciate, jeopardise or otherwise prejudice the market value or collateral value of Securities or the rights of Lender hereunder in respect of such Securities; or
(d) dispose of the equity of redemption in respect of any Charged Property.
NEGATIVE PLEDGE AND OTHER RESTRICTIONS. The Chargor shall not, without the prior written consent of the Security Agent (save as otherwise permitted by any Loan Document):
NEGATIVE PLEDGE AND OTHER RESTRICTIONS. The Chargor may not, except with the prior written consent of the Lender:
5.1 create or attempt to create any fixed or floating security of any kind or any trust over any of its Assets, or permit any lien (other than a lien arising by operation of law in the ordinary course of business and save for Permitted Security) to arise or subsist over any of its Assets, in any such case ranking in priority to or pari passu with the security created hereunder; or
5.2 sell, assign, lease, license or sub-license, or grant any interest in, its Intellectual Property Rights, or purport to do so, or part with possession or ownership of them, or allow any third party access to them or the right to use any copy of them.
NEGATIVE PLEDGE AND OTHER RESTRICTIONS. Each Chargor covenants with the Security Trustee for the benefit of the Secured Parties that it shall not, without the prior written consent of the Security Trustee and to the extent not otherwise permitted under the terms of the Indenture:
(a) enter into a single transaction or a series of transactions to sell, transfer, assign or dispose of, or grant any interest in, or otherwise deal with, any of the Charged Assets owned or held by it, or part with possession or ownership of them, or purport or agree to do so;
(b) create, or agree or attempt to create, or permit to arise or subsist, any Security, equity, option, trust or other third party right whatsoever over or affecting any Charged Assets owned or held by it or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any other person, except in favour of the Security Trustee or any Secured Party;
(c) cause or permit any rights attaching to Charged Assets owned or held by it to be varied or abrogated;
(d) cause or permit any of the Charged Assets owned or held by it to be consolidated, sub-divided or converted or the other capital of any Company to which it is a shareholder to be re-organised, exchanged or repaid;
(e) cause or permit any amendment or change to be made to the memorandum or articles of association or other constitutional documents of any Company to which it is a shareholder, other than in accordance with paragraph (e) of Clause 7 (Representations and warranties); or
(f) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value to the Security Trustee and/or any Secured Party of the Charged Assets owned or held by it or the Security created by this Charge.
