Pledge of Capital Stock. From and after the Spin-Off Date, pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than in the case of Excluded Property: (a) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary to the extent owned by a Credit Party within thirty (30) days (or up to ten (10) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests and (b) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each First-Tier Foreign Subsidiary to the extent owned by a Credit Party within thirty (30) days (or up to twenty (20) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant to the Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided that the Borrower shall not be required to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to the pledge of Capital Stock of any Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Property.
Appears in 3 contracts
Samples: Credit Agreement (Live Nation, Inc.), Credit Agreement (Ticketmaster), Credit Agreement (Ticketmaster)
Pledge of Capital Stock. From and after the Spin-Off Date, The Loan Parties shall pledge or cause to be pledged all of the issued and outstanding Capital Stock of each Subsidiary directly held by a Loan Party to the extent required to meet the Collateral and Guarantee Requirement (other than with respect to any Excluded Property) in accordance with, and to the extent required by, the requirements of the Collateral Documents to the Administrative Agent for the benefit of the Secured Parties to secure the Obligations. Without limiting the foregoing, other than in the case of Excluded Property: any Equity Interests of a First Tier Foreign Subsidiary, the applicable Loan Party shall promptly (aand, in any event, within forty-five (45) days of the formation or acquisition of such First Tier Foreign Subsidiary) deliver to the Administrative Agent Collateral Documents pledging one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary to Equity Interests, or such lesser pledge amount as described in the extent owned by a Credit Party within thirty proviso in clause (30) days (or up to ten (10) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writingii) of its formationthe definition of “Collateral and Guarantee Requirement”, acquisition or other receipt of any such interests and (b) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each First-new First Tier Foreign Subsidiary to the extent owned and a consent thereto executed by a Credit Party within thirty such new First Tier Foreign Subsidiary (30) days including, without limitation, if applicable, original certificated Equity Interests (or up to twenty (20) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests, in each case equivalent thereof pursuant to the Pledge Agreement or pledge joinder agreementsapplicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together withwith an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), if (ii) such applicable Loan Party to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 7.1 as may be reasonably requested by the Administrative AgentAgent or any Lender, opinions of counsel (iii) such applicable Loan Party to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and any filings and deliveries (iv) such applicable Loan Party to deliver to the Administrative Agent such other documents as may be reasonably requested by the Collateral Administrative Agent in connection therewith to perfect the security interests thereinor any Lender, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided that the Borrower shall not be required to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to the pledge of Capital Stock of any Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded PropertyLender.
Appears in 2 contracts
Samples: Credit Agreement (Crocs, Inc.), Credit Agreement (Crocs, Inc.)
Pledge of Capital Stock. From and after the Spin-Off Date, pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than in the case of Excluded Property: (a) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary to the extent owned by a Credit Party within thirty (30) days (or up to ten (10) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests and (b) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each First-Tier Foreign Subsidiary to the extent owned by a Credit Party within thirty (30) days (or up to twenty (20) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant to the Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided that the Borrower shall not be required to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to the pledge of Capital Stock of any Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 2.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Property.
Appears in 2 contracts
Samples: Credit Agreement (HSN, Inc.), Credit Agreement (Interval Leisure Group, Inc.)
Pledge of Capital Stock. From and after the Spin-Off Date, pledge Pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than Obligations pursuant to the Collateral Documents:
(a) in the case of Excluded Property: Subsidiaries of FMCAG (aother than Subsidiaries of FMCH), one hundred percent (100%) of the issued and outstanding Capital Stock with ordinary voting power issued to FMCAG or any of its Subsidiaries of (i) FMCH, (ii) FMCD, (iii) FMCF-V, (iv) National Medical Care of Spain, S.A., (v) Fresenius Medical Care Japan, K.K., and (vi) all Material Subsidiaries of FMCAG (other than (A) FMC US Beteiligungsgesellschaft mbH, FMC US Zwei Beteiligungsgesellschaft mbH, FMC US Drei Beteiligungsgesellschaft mbH, and (B) Subsidiaries of FMCH); provided that (1) in the case of the pledge of Capital Stock in Foreign Subsidiaries on the Closing Date, execution, notarization and recordation of local pledge agreements, parallel debt agreements and such other acts necessary or appropriate to give effect to the pledge under local law, together with the delivery of local counsel opinions in respect thereof, will be completed within ten (10) days of the Closing Date and (2) in the case of a pledge of Capital Stock of a Foreign Subsidiary, the Administrative Agent shall, in consultation with FMCAG, do an analysis of the relative benefits associated with the prospective pledge and where, in its reasonable discretion, the Administrative Agent shall make a determination, taking into account local custom and practice, that the costs, circumstances and requirements under local law associated with the pledge outweigh the relative benefits of the pledge, then in any such case the pledge will not be required;
(b) in the case of Subsidiaries of FMCH (including, upon consummation of the RCG Acquisition, RCG and its Material Domestic Subsidiaries), (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary with ordinary voting power issued to the extent owned by a Credit Party within thirty (30) days (FMCH or up to ten (10) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) any of its formationSubsidiaries of all Material Domestic Subsidiaries, acquisition or other receipt of such interests and (bB) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock with ordinary voting power issued to FMCH or any of each its Subsidiaries of all First-Tier Foreign Subsidiary to the extent owned by a Credit Party Subsidiaries that are Material Foreign Subsidiaries;
(c) within thirty ninety (3090) days (after a Subsidiary shall become a Material Subsidiary or up to twenty (20) days later if after the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interestsCapital Stock in a Material Subsidiary (except in the case of RCG and the Material Domestic Subsidiaries of RCG on the Closing Date, in which case, within five (5) days of the formation, acquisition or existence thereof), in each case pursuant to the a Pledge Agreement or pledge joinder agreementsagreement, together with, if reasonably requested by the Administrative Agent, opinions of counsel and any with such filings and deliveries reasonably requested by the Collateral Agent in connection therewith necessary or appropriate to perfect the security interests therein, and opinions of counsel relating thereto, all in form form, content and substance scope reasonably satisfactory to the Administrative Collateral Agent; provided that (i) in each case any preferred stock issued by FMCH outstanding as of the Borrower Closing Date shall not be required to deliver to pledged pursuant hereto and (ii) in the Collateral Agent opinions case of foreign counsel or foreign-law pledge agreements with respect to the a pledge of Capital Stock of any a Foreign Subsidiary unless Subsidiary, the Administrative Agent shall, in consultation with FMCAG, do an analysis of the relative benefits associated with the prospective pledge and where, in its reasonable discretion, the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood make a determination, taking into account local custom and agreed practice, that the Administrative Agent shall costs, circumstances and requirements under local law associated with the pledge outweigh the relative benefits of the pledge, then in any such case the pledge will not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Propertyrequired.
Appears in 2 contracts
Samples: Bank Credit Agreement (Fresenius Medical Care AG & Co. KGaA), Term Loan Credit Agreement (Fresenius Medical Care AG & Co. KGaA)
Pledge of Capital Stock. From Except during a Collateral Release Period and after the Spin-Off Dateexcept with respect to Excluded Property, pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than in the case of Excluded Property: (a) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary to the extent owned by a Credit Party within thirty (30) days (or up to ten (10) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests (or, in the case of Capital Stock that would constitute Excluded Property but for the obtaining of a consent to such pledge, the date of such consent) and (b) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each First-Tier Foreign Subsidiary to the extent owned by a Credit Party Subsidiary, within thirty (30) days (or up to twenty (20) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interestsinterests (or, in the case of Capital Stock that would constitute Excluded Property but for the obtaining of a consent to such pledge, the date of such consent), in each case pursuant to the Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided that the Borrower shall not be required to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to the pledge of Capital Stock of any First-Tier Foreign Subsidiary or take any action to register or record such pledge outside the United States unless (i) an Event of Default has occurred and is continuing and (ii) the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05))actions. It is further understood and agreed that even if such foreign counsel opinions, opinions or foreign law security pledge agreements or stock certificates with respect to any Subsidiary shall are not be required to be delivered to the Collateral Agent or actions to register a pledge are not required to be taken, in each case pursuant to the foregoingforegoing sentence, the Capital Stock thereof of such First-Tier Foreign Subsidiary shall nevertheless constitute Collateral, except to the extent constituting Excluded Property.
Appears in 2 contracts
Samples: Credit Agreement (HSN, Inc.), Credit Agreement (HSN, Inc.)
Pledge of Capital Stock. From and after the Spin-Off Date, pledge (a) Pledge or cause to be pledged to the Collateral Agent Administrative Agent, to secure the Obligations (including the Foreign Obligations), other than in the case of Excluded Property: (ai) one hundred percent (100%) % of the issued and outstanding Capital Stock of each Domestic Subsidiary to the extent owned by a Credit Party within thirty (30) days (or up to ten (10) days such later if time designated in writing by the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its the formation, acquisition or other receipt of such interests and (bii) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class % of the issued and outstanding Capital Stock of each First-Tier Foreign Subsidiary to the extent owned by a Credit Party within thirty (30) sixty days (or up to twenty (20) days such later if time designated in writing by the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant to the Domestic Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, with opinions of counsel and any filings and deliveries reasonably requested by the Collateral Administrative Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; and
(b) Pledge or cause to be pledged to the Foreign Collateral Agent, to secure the Foreign Obligations, the remaining 35% of the issued and outstanding Capital Stock of each First-Tier Foreign Subsidiary within sixty days (or such later time designated in writing by the Foreign Collateral Agent) of its formation, acquisition or other receipt of such interests pursuant to the Foreign Pledge Agreement or pledge joinder agreements, together with opinions of counsel and any filings and deliveries requested by the Administrative Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Foreign Collateral Agent; provided that the Borrower shall not be required requirement pursuant to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to clause (a)(ii) for the pledge of not more than 65% of the Capital Stock of any in each First-Tier Foreign Subsidiary unless to secure the Obligations is intended to avoid treatment of the undistributed earnings of a Foreign Subsidiary as a deemed dividend to its United States parent for United States federal income tax purposes. Accordingly, notwithstanding the provisions of clauses (a) and (b) above, each Credit Party shall, at the request of the Administrative Agent shall have reasonably requested such foreign counsel opinions and after consultation with the Borrower, pledge or foreigncause to be pledged any greater percentage of its interest in a First-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Tier Foreign Subsidiary that, together with its Subsidiariesas the result of a change in Law, generated less than $5.0 million (A) would not reasonably be expected to cause the undistributed earnings of Consolidated EBITDA such Foreign Subsidiary to be treated as a deemed dividend to the United States parent of such Foreign Subsidiary, as determined for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required United States federal income tax purposes, and (B) would not otherwise reasonably be expected to have been delivered pursuant to Section 7.01(a) or (b) (or, prior result in material adverse tax consequences to such first required delivery date for such financial statementsForeign Subsidiary or its United States parent, ending on to secure the last day of Obligations, and shall pledge any remaining interests therein to secure the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded PropertyForeign Obligations.
Appears in 1 contract
Pledge of Capital Stock. From Promptly (and after the Spin-Off Date, pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than in the case of Excluded Property: (a) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary to the extent owned by a Credit Party any event within thirty (30) days days) after any Person becomes a New Subsidiary, the Borrower shall or shall cause each Guarantor that owns all or any portion of the Capital Stock of such New Subsidiary (or up except, with the consent of Administrative Agent in its reasonable discretion, a Transitional Subsidiary) to ten (10i) days later if xxxxx x Xxxx in favor of the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests and (b) Capital Stock representing sixty-five percent (65%) (or if less, Agent for the full amount owned by such Subsidiary) of each class ratable benefit of the issued Lenders, L/C Issuer and outstanding Administrative Agent on (1) 100% of the Borrower’s or Guarantor’s direct or indirect interest in the Capital Stock of each First-Tier such New Subsidiary that is a Domestic Subsidiary, (2) 100% of the Borrower’s or Guarantor’s direct or indirect interest in the Capital Stock of each such New Subsidiary that is a Disregarded Foreign Subsidiary to the extent whose Capital Stock is not owned in any part by a Credit Party within Foreign Subsidiary (other than a Disregarded Foreign Subsidiary), (3) 65% of the Borrower’s or Guarantor’s direct or indirect interest in the voting Capital Stock and 100% of the Borrower’s or Guarantor’s direct or indirect interest in the non-voting Capital Stock of each such New Subsidiary that is a first tier (after ignoring all Disregarded Foreign Subsidiaries which may be a direct or indirect stockholder) Foreign Subsidiary, or (4) the Borrower’s or Guarantor’s direct or indirect interest in the remaining Capital Stock of any New Subsidiary that was a Foreign Subsidiary other than a Disregarded Foreign Subsidiary at the time it became a New Subsidiary but that later became a Disregarded Foreign Subsidiary (in which event the thirty (30) days day period described above shall begin to run upon the date such Person became a Domestic Subsidiary) to secure the Obligations (or up in the case of a Guarantor, such Guarantor’s obligations under the Loan Documents to twenty (20which it is a party) days later if by executing and delivering to the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant Agent a supplement to the Borrower Pledge Agreement, Stock Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by such other document as the Administrative AgentAgent shall deem appropriate for such purpose, opinions (ii) deliver to the Administrative Agent all certificates, instruments or other writings representing or evidencing the Capital Stock described in clause (i) together with duly executed instruments of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance transfer or assignment reasonably satisfactory to the Administrative Agent; provided , (iii) take such action at each such Person’s own expense as may be reasonably necessary or otherwise requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.01(b)) to ensure that the Borrower shall not be required to Lien described in clause (i) is a perfected Lien of first priority, and (iv) deliver to the Collateral Administrative Agent upon request in writing favorable opinions of foreign counsel or foreign-law pledge agreements with respect to each such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i) and (iii)), all in form, content and scope reasonably satisfactory to the pledge Administrative Agent. For the avoidance of doubt, the parties agree that the Lien of the Administrative Agent in Collateral consisting of Capital Stock of any a Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements that is not a Disregarded Foreign Subsidiary whose Capital Stock is not owned in any part by a Foreign Subsidiary (it being understood and agreed that the Administrative Agent other than a Disregarded Foreign Subsidiary) shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day cover 35% of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the voting Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Propertyof such Foreign Subsidiary.
Appears in 1 contract
Pledge of Capital Stock. From and after Subject to Section 7.16 in the Spin-Off Datecase of InfoNXX Philippines, pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than in the case of Excluded Property: (ai) one hundred percent (100%) % of the issued and outstanding Capital Stock of each Domestic Subsidiary to the extent owned by a Credit Party (other than any Immaterial Domestic Subsidiary), within thirty (30) days (or up such later date as agreed to ten (10) days later if by the Administrative Agent, in its sole discretion, shall agree thereto Agent in writing) of its the formation, acquisition or other receipt of such interests and (bii) Capital Stock representing sixty-five percent (to the maximum extent permitted by applicable Law, 65%) (or if less, the full amount owned by such Subsidiary) of each class % of the issued and outstanding Capital Stock of each First-of Material First Tier Foreign Subsidiary to the extent owned by a Credit Party within thirty (30) sixty days (or up such later date as agreed to twenty (20) days later if by the Administrative Agent, in its sole discretion, shall agree thereto Agent in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant to the Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, with opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that the Borrower requirement for the pledge of 65% of the Capital Stock in each First-Tier Foreign Subsidiary to secure the Obligations is intended to avoid treatment of the undistributed earnings of a Foreign Subsidiary as a deemed dividend to its United States parent for United States federal income tax purposes. Accordingly, notwithstanding the provisions of this Section 7.13, each Credit Party shall pledge or cause to be pledged any greater percentage of its interest in a Material First Tier Foreign Subsidiary that (whether pursuant to existing Law or as the result of changes to, or clarifications of, existing Law after the date hereof) (A) would not reasonably be required expected to deliver cause the undistributed earnings of such Foreign Subsidiary to be treated as a deemed dividend to the United States parent of such Foreign Subsidiary, as determined for United States federal income tax purposes, and (B) would not otherwise reasonably be expected to result in material adverse tax consequences to such Foreign Subsidiary or its United States parent, to secure the Obligations. The pledge of the Capital Stock of InfoNXX Philippines is subject to a documentary stamp tax in the Philippines. Such documentary stamp tax is based on the amount of debt secured by such pledge. The parties hereto agree that in order to reduce the amount of the documentary stamp tax due in connection with such pledge, the Collateral Agent opinions may, in its sole discretion, permit the applicable pledge agreement(s) to expressly secure an amount of foreign counsel or foreign-law pledge agreements with respect to debt that is less than the aggregate principal amount of the Obligations. The parties hereto further agree that if the pledge of any other Capital Stock of any a Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled pursuant to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect this Section 7.13 would give rise to any Subsidiary thatdocumentary, together with its Subsidiariesrecording or other similar taxes, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to then the Collateral Agent pursuant may take such steps as the Collateral Agent deems appropriate in its sole discretion to reduce the foregoingamount of such taxes, including, without limitation, agreeing to a principal amount of debt secured by such pledge that is less than the Capital Stock thereof shall nevertheless constitute Collateral, except to aggregate principal amount of the extent constituting Excluded PropertyObligations.
Appears in 1 contract
Pledge of Capital Stock. From and after the Spin-Off Date, pledge Pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than in the case of Excluded Property: Obligations (a) one hundred percent (100%) of the issued and outstanding Capital Stock of each Material Domestic Subsidiary to the extent owned by a Credit Party within (i) thirty (30) days (or up such later date as the Collateral Agent may agree to ten (10) days later if the Administrative Agent, in its sole discretion) in the case of the formation or acquisition of a Domestic Subsidiary that is or will thereupon become subject to the provisions hereof, its formation or acquisition and (ii) in all other cases, the date by which the quarterly Compliance Certificate is due for any fiscal quarter in which any such Domestic Subsidiary shall agree thereto in writing) of its formation, acquisition or other receipt of such interests otherwise become subject to the provisions hereof and (b) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each First-Tier of Material Foreign Subsidiary to the extent owned by a Credit Party within thirty (30i) sixty (60) days (or up such later date as the Collateral Agent may agree to twenty (20) days later if the Administrative Agent, in its sole discretion) in the case of the formation of or an acquisition of a Foreign Subsidiary that is or will thereupon become subject to the provisions hereof, its formation or acquisition and (ii) in all other cases, the date by which the quarterly Compliance Certificate is due for any fiscal quarter in which any such Foreign Subsidiary shall agree thereto in writing) of its formation, acquisition or other receipt of such interestsotherwise become subject to the provisions hereof, in each case pursuant to the Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, with opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided provided, that the Borrower shall pledge agreements under local law and foreign opinions of counsel in respect thereof, will not be required to deliver to except upon request of the Collateral Agent opinions after the occurrence and during the continuation of foreign counsel or foreign-law pledge agreements with respect an Event of Default. The requirement pursuant to clause (b) for the pledge of Capital Stock not more than sixty-five percent (65%) of any Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof in each Material Foreign Subsidiary is intended to avoid treatment of the undistributed earnings of a Material Foreign Subsidiary as a deemed dividend to its United States parent for United States federal income tax purposes. Each Credit Party shall nevertheless constitute Collateralpledge or cause to be pledged any greater or lesser percentage of its interest in a Material Foreign Subsidiary that (whether pursuant to existing Law or as the result of changes to, except or clarifications of, existing Law after the date hereof) (i) would not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary to be treated as a deemed dividend to the extent constituting Excluded PropertyUnited States parent of such Material Foreign Subsidiary, as determined for United States federal income tax purposes, and (ii) would not otherwise reasonably be expected to result in material adverse tax consequences to such Material Foreign Subsidiary or its United States parent.
Appears in 1 contract
Pledge of Capital Stock. From and after Subject to Section 7.16 in the Spin-Off Datecase of InfoNXX Philippines, pledge or cause to be pledged to the Collateral Agent Agent:
(a) to secure the Obligations (including the Foreign Obligations), other than in the case of Excluded Property: (ai) one hundred percent (100%) % of the issued and outstanding Capital Stock of each Domestic Subsidiary to the extent owned by a Credit Party (other than any Immaterial Domestic Subsidiary), within thirty (30) days (or up such later date as agreed to ten (10) days later if by the Administrative Agent, in its sole discretion, shall agree thereto Agent in writing) of its the formation, acquisition or other receipt of such interests and (bii) Capital Stock representing sixty-five percent (to the maximum extent permitted by applicable Law, 65%) (or if less, the full amount owned by such Subsidiary) of each class % of the issued and outstanding Capital Stock of each First-of Material First Tier Foreign Subsidiary to the extent owned by a Credit Party within thirty (30) sixty days (or up such later date as agreed to twenty (20) days later if by the Administrative Agent, in its sole discretion, shall agree thereto Agent in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant to the Domestic Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, with opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent; and
(b) to secure the Foreign Obligations only, to the maximum extent permitted by applicable Law, (i) the remaining issued and outstanding Capital Stock of each Material First Tier Foreign Subsidiary not pledged pursuant to subsection (a), within sixty days (or such later date as agreed to by the Administrative Agent in writing) of its formation, acquisition or other receipt of such interests and (ii) 100% of the issued and outstanding Capital Stock of each Foreign Credit Party (other than the two shares of Capital Stock of InfoNXX Lux issued to InfoNXX Capital Management Inc., a Delaware corporation, on or prior to the Closing Date) concurrent with such Foreign Credit Party becoming a party to this Credit Agreement (or such later date as agreed to by the Administrative Agent in writing), in each case pursuant to a Foreign Pledge Agreement or pledge joinder agreements, together with opinions of counsel and any filings and deliveries requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent; provided that the Borrower shall not be required requirement pursuant to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to clause (a)(ii) for the pledge of 65% of the Capital Stock of any in each First-Tier Foreign Subsidiary unless to secure the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled Obligations is intended to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day avoid treatment of the most recently ended fiscal quarter at undistributed earnings of a Foreign Subsidiary as a deemed dividend to its United States parent for United States federal income tax purposes. Accordingly, notwithstanding the end provisions of which financial statements were required to have been delivered pursuant to Section 7.01(asubsections (a) or and (b) above, each Credit Party shall pledge or cause to be pledged any greater percentage of its interest in a Material First Tier Foreign Subsidiary) that (orwhether pursuant to existing Law or as the result of changes to, prior or clarifications of, existing Law after the date hereof) (A) would not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary to be treated as a deemed dividend to the United States parent of such Foreign Subsidiary, as determined for United States federal income tax purposes, and (B) would not otherwise reasonably be expected to result in material adverse tax consequences to such first required delivery date for such financial statementsForeign Subsidiary or its United States parent, ending on to secure the last day of Obligations (including the most recent period referred Foreign Obligations), and shall pledge any remaining interests therein to in secure the first sentence of Section 6.05))Foreign Obligations only. It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered Notwithstanding anything herein to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Property.contrary:
Appears in 1 contract
Samples: Credit Agreement (INFONXX, Inc.)
Pledge of Capital Stock. From and after the Spin-Off Date, pledge Pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than Obligations pursuant to the Collateral Documents:
(a) in the case of Excluded Property: Subsidiaries of FME (aother than Subsidiaries of FMCH), one hundred percent (100%) of the issued and outstanding Capital Stock with ordinary voting power of FMCH, FMCD and FMC BetGes;
(b) in the case of Subsidiaries of FMCH, on the Closing Date or within ninety (90) days after a Subsidiary of FMCH becomes a Material Subsidiary or a Co-Borrower , (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary with ordinary voting power issued to the extent owned by a Credit Party within thirty (30) days (FMCH or up to ten (10) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) any of its formationSubsidiaries of all Material Domestic Subsidiaries and Co-Borrowers, acquisition or other receipt of such interests and (bB) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock with ordinary voting power issued to FMCH or any of each its Subsidiaries of all Material First-Tier Foreign Subsidiary to Subsidiaries;
(c) on the extent owned by a Credit Party Closing Date or within thirty ninety (3090) days (after a Subsidiary of FMCH becomes a Material Subsidiary or up to twenty (20) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interestsa Co-Borrower, in each case pursuant to the a Pledge Agreement or pledge joinder agreementsagreement, together with, if reasonably requested by the Administrative Agent, opinions of counsel and any with such filings and deliveries reasonably requested by the Collateral Agent in connection therewith necessary or appropriate to perfect the security interests therein, and opinions of counsel relating thereto, all in form form, content and substance scope reasonably satisfactory to the Administrative Collateral Agent; provided that in the Borrower shall not be required to deliver to the Collateral Agent opinions case of foreign counsel or foreign-law pledge agreements with respect to the a pledge of Capital Stock of any a Material First-Tier Foreign Subsidiary unless Subsidiary, the Administrative Agent shall, in consultation with FME, do an analysis of the relative benefits associated with the prospective pledge and where, in its reasonable discretion, the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood make a determination, taking into account local custom and agreed practice, that the Administrative Agent shall costs, circumstances and requirements under local law associated with the pledge outweigh the relative benefits of the pledge, then in any such case the pledge will not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Propertyrequired.
Appears in 1 contract
Samples: Credit Agreement (Fresenius Medical Care AG & Co. KGaA)
Pledge of Capital Stock. From Promptly (and in any event within 30 days) after any Person becomes a New Material Subsidiary, cause each Person that owns all or any portion of the SpinCapital Stock of such New Material Subsidiary to (i) xxxxx x Xxxx in favor of the Administrative Agent or, if appropriate, the Security Trustee, for the ratable benefit of the Lenders and Administrative Agent or, as applicable, the Security Trustee and, in either case, the Lenders on (1) 100% of the Capital Stock of each such New Material Subsidiary that is a Domestic Subsidiary, (2) 100% of the Capital Stock of each such New Material Subsidiary that is a Disregarded Foreign Subsidiary whose Capital Stock is not owned in any part by a Foreign Subsidiary (other than a Disregarded Foreign Subsidiary), (3) 65% of the voting Capital Stock and 100% of the non-Off Datevoting Capital Stock of each such New Material Subsidiary that is a first-tier (after ignoring all Disregarded Foreign Subsidiaries which may be a direct or indirect stockholder) Foreign Subsidiary, pledge or cause (4) the remaining Capital Stock of any New Material Subsidiary that was a Foreign Subsidiary other than a Disregarded Foreign Subsidiary at the time it became a New Material Subsidiary but that later became a Disregarded Foreign Subsidiary (in which event the 30 day period described above shall begin to be pledged to run upon the Collateral Agent date such Person became a Domestic Subsidiary) to secure the Obligations, other than Obligations (or in the case of Excluded Property: (aa Guarantor, such Guarantor's obligations under the Loan Documents to which it is a party) one hundred percent (100%) of the issued by executing and outstanding Capital Stock of each Domestic Subsidiary delivering to the extent owned by a Credit Party within thirty (30) days (or up to ten (10) days later Administrative Agent or, if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests and (b) Capital Stock representing sixty-five percent (65%) (or if lessappropriate, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each First-Tier Foreign Subsidiary Security Trustee, a supplement to the extent owned by a Credit Party within thirty (30) days (or up to twenty (20) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant to the Borrower Pledge Agreement or pledge joinder agreements, together withthe Subsidiary Pledge Agreement or such other document as the Administrative Agent or, if reasonably appropriate, the Security Trustee, shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent or, as appropriate, the Security Trustee, all certificates, instruments or other writings representing or evidencing the Capital Stock described in clause (i) together with duly executed instruments of transfer or assignment satisfactory to the Administrative Agent or the Security Trustee, (iii) take such action at each such Person's own expense as may be necessary or otherwise requested by the Administrative AgentAgent or the Security Trustee (including, without limitation, any of the actions described in Section 4.01(b)) to ensure that the Lien described in clause (i) is a perfected Lien of first priority, and (iv) deliver to the Administrative Agent or, if appropriate, the Security Trustee, favorable opinions of counsel to each such Person (which shall cover, among other things, the legality, validity, binding effect and any filings enforceability of the documentation referred to in clauses (i) and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein(iii)), all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided . For the avoidance of doubt, the parties agree that the Borrower shall not be required to deliver to Lien of the Administrative Agent or, if appropriate, the Security Trustee, in Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to the pledge consisting of Capital Stock of any a Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements that is not a Disregarded Foreign Subsidiary whose Capital Stock is not owned in any part by a Foreign Subsidiary (it being understood and agreed that the Administrative Agent other than a Disregarded Foreign Subsidiary) shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day cover 35% of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the voting Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Propertyof such Foreign Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Getty Images Inc)
Pledge of Capital Stock. From and after the Spin-Off Date, pledge Pledge or cause to be pledged to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, to secure the Obligations, other than in the case of Excluded Property: (a) one hundred percent (100%) of the issued and outstanding Capital Stock of (i) each Domestic Subsidiary (other than the Capital Stock of any Receivables Subsidiary) to the extent owned by a Credit Party the Borrower or any Subsidiary Guarantor and (ii) the Borrower to the extent owned by Holdings, in each case, within thirty (30) days (or up to ten thirty (1030) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests (or, in the case of Capital Stock that would constitute Excluded Property but for the obtaining of a consent to such pledge, the date of such consent) and (b) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each First-Tier Foreign Subsidiary to the extent owned by a Credit Party the Borrower or any Subsidiary Guarantor within thirty (30) days (or up to twenty thirty (2030) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interestsinterests (or, in the case of Capital Stock that would constitute Excluded Property but for the obtaining of a consent to such pledge, the date of such consent), in each case pursuant to the Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided that the Borrower shall not be required to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to the pledge of Capital Stock of any Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 7.5 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05March 31, 2012)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Property.
Appears in 1 contract
Pledge of Capital Stock. From and after the Spin-Off Date, pledge Pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than in the case of Excluded Property: Obligations (a) one hundred percent (100%) of the issued and outstanding Capital Stock of each Material Domestic Subsidiary to the extent owned by a Credit Party within thirty (30) days (or up to ten (10) days such later if date as the Administrative Agent, Agent may agree to in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests (except with respect to Triumph Healthcare and its Subsidiaries, which pledges shall be provided on the Closing Date to the extent otherwise required hereunder) and (b) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each of First-Tier Foreign Subsidiary to the extent owned by a Credit Party within thirty sixty (3060) days (or up to twenty (20) days such later if date as the Administrative Agent, Agent may agree to in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant to the Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, with opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided . The requirement pursuant to clause (b) for the pledge of not more than sixty-five percent (65%) of the Capital Stock in each First-Tier Foreign Subsidiary is intended to avoid treatment of the undistributed earnings of a Foreign Subsidiary as a deemed dividend to its United States parent for United States federal income tax purposes. Each Credit Party shall pledge or cause to be pledged any greater or lesser percentage of its interest in a Foreign Subsidiary that (whether pursuant to existing Law or as the Borrower shall result of changes to, or clarifications of, existing Law after the date hereof) (i) would not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary to be treated as a deemed dividend to the United States parent of such Foreign Subsidiary, as determined for United States federal income tax purposes, and (ii) would not otherwise reasonably be expected to result in material adverse tax consequences to such Foreign Subsidiary or its United States parent. In no event will any Credit Party be required to deliver pledge ownership interests in joint ventures and non-Wholly-Owned Subsidiaries which by the terms of their governing documents do not permit a pledge of the ownership interests without the consent of the other owners, provided that such ownership interest shall be subject to the Collateral Agent opinions general grant of foreign counsel or foreign-law pledge agreements with respect to the pledge of Capital Stock a security interest regardless of any Foreign Subsidiary such prohibition unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreignprohibition is not rendered ineffective under the UCC (including the provisions of Sections 9-law pledge agreements (it being understood 407 and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign9-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a408 thereof) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Propertyother applicable Law.
Appears in 1 contract
Pledge of Capital Stock. From and after the Spin-Off Date, pledge Pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than in the case of Excluded Property: (a) , one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary to the extent owned by a Credit Party within thirty (30) days (or up to ten (10) days later if ifsuch longer period as the Administrative Agent, may agree in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests and (b) interests; provided that, solely with respect to the Domestic Obligations, the pledge of the Capital Stock of Foreign Subsidiariesany CFC or any CFC Holdco shall be limited to Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding outstandingthe voting and 100% of non-voting issued Capital Stock of each First-Tier Foreign Subsidiary such CFC and CFC Holdco to the extent owned by a Credit Party within thirty (30) days (or up to twenty (20) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant to the Pledge Agreement applicable Collateral Documents or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect (but with respect to perfection under foreign laws, only to the extent required under Section 5.03 or Section 7.12) the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided that the Borrower shall not be required to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to the pledge of Capital Stock of any Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Property.
Appears in 1 contract
Pledge of Capital Stock. From and after the Spin-Off Date, pledge Pledge or cause to be pledged to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, to secure the Obligations, other than in the case of Excluded Property: (a) one hundred percent (100%) of the issued and outstanding Capital Stock of (i) each Domestic Subsidiary to the extent owned by a Credit Party the Borrower or any Subsidiary Guarantor and (ii) the Borrower to the extent owned by Holdings, in each case, within thirty (30) days (or up to ten thirty (1030) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests (or, in the case of Capital Stock that would constitute Excluded Property but for the obtaining of a consent to such pledge, the date of such consent) and (b) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each First-Tier Foreign Subsidiary to the extent owned by a Credit Party the Borrower or any Subsidiary Guarantor within thirty (30) days (or up to twenty thirty (2030) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interestsinterests (or, in the case of Capital Stock that would constitute Excluded Property but for the obtaining of a consent to such pledge, the date of such consent), in each case pursuant to the Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided that the Borrower shall not be required to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to the pledge of Capital Stock of any Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 7.5 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05March 31, 2012)). It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Property.
Appears in 1 contract