Common use of Pledge of certificated Shares and/or corresponding Certificates Clause in Contracts

Pledge of certificated Shares and/or corresponding Certificates. Each Holder may Pledge (i) any certificated Shares underlying its Class A or Class B Certificates and/or (ii) any Class A or Class B Certificates corresponding to Shares Pledged (and/or a securities account on which certificated Shares or Certificates are held), pursuant to a Financing Arrangement, provided that at all times each Class (A or B) of Holders shall hold a number of non-Pledged certificated Shares and of non-Pledged Certificates corresponding to such certificated Shares which is at least equal to the Minimum Number. Any Pledge shall be subject to the following additional conditions: (a) Each Holder wishing to Pledge (each, a “Pledging Party”) pursuant to a Financing Arrangement, will use its reasonable best endeavors to ensure that the relevant Financing Arrangement secured by a Pledge that will be entered into includes (i) a “right of first refusal” exercisable during any grace period or cure period provided for in such Financing Arrangement for the benefit of the Holder(s) of the other Class of Certificates in respect of any Pledged Shares that would otherwise be subject to de-certification and/or Transfer to or on the order of a Lender upon the occurrence of an Event of Default under such Financing Arrangement and (ii) an obligation of the Lender to notify the AK and the Holders of the other Class of Certificates, in writing promptly if any Event of Default occurs under such Financing Arrangement. (b) The granting of each Pledge shall occur as follows, subject to the conditions and limitations set forth in this Article VI: (i) Prior to the granting of a Pledge pursuant to a Financing Arrangement to be entered into after the date of the Agreement, the relevant Pledging Party shall, on a confidential basis, provide the Holders of the other Class (with a copy to their respective counsels) with a statement, containing the following information: ¡ The confirmation that the borrower(s) entering into the relevant Financing Arrangement is/are either (a) Holder(s) or (a) direct shareholder(s) of a Holder; ¡ The exact identity of the Lender and borrower(s); ¡ The confirmation that the borrower(s) meet(s) the requirements laid down in Section 5.01 (b) or 5.02 (b), depending on the Class of Certificates held by the Pledging Party, as to the Persons holding directly or indirectly shares or Rights in such borrower(s); ¡ The maximum amount to be drawn under, and the duration of, the relevant Financing Arrangement(s); ¡ The maximum amount to be secured by a Pledge pursuant to the revelant Financing Arrangement(s); ¡ The exact number of Pledged Shares or Pledged Certificates to be Pledged in favour of the Lender at the time the relevant Financing Arrangement(s) will be entered into; and ¡ A copy of (i) all provisions of the relevant draft Financing Arrangement(s) in agreed form referred to under Sections 6.01 (a) and (d) (“right of first refusal”, obligation of notification in case of an Event of Default and consent, if any, of the Lender not to become a Holder) and (ii) the main provisions of the relevant draft Financing Arrangement(s) which are directly relating to any Pledge, including those covering margin calls. (ii) Upon the written request of (a) a Pledging Party or (b) a Lender in accordance with the terms and conditions of the relevant Financing Arrangement (whether in connection with a margin call or otherwise) and subject to the second paragraph of this Section 6.01 (b) (ii), the Holders shall cause the AK to promptly de-certificate Shares underlying the Certificates so requested to be de-certificated and deliver such Shares to the relevant Pledging Party; If, on or after December 18, 2014, a Holder has entered, or enters, into a Pledge agreement or into an amendment to any Pledge agreement or has entered, or enters, into a supplemental transfer agreement (including an amendment to (i) a Pledge agreement or (ii) a supplemental transfer agreement both of which would have been entered into before December 18, 2014), the de-certification mentioned in this Section 6.01 (b) (ii) shall occur subject to the prior approval of such Pledge agreement or of such amendment by a decision of the AK Board at the supermajority approval of 85% of all AK Board members, it being understood that, for the purposes of this Section 6.01 (b) (ii) second paragraph, a margin call in accordance with a Pledge agreement shall not be regarded as being an amendment to this Pledge agreement and that the entering into a supplemental transfer agreement as a result either of (i) an Event of Default (as provided in Section 7.02 hereunder) or (ii) a margin call in accordance with a Financing Arrangement or a Pledge agreement or an amendment to a Financing Arrangement or a Pledge agreement shall not be subject to the prior approval of the AK Board ; (iii) Each Pledging Party shall cause any Shares so de-certificated and Transferred to it to be promptly (i) Pledged to the relevant Lender in accordance with this Article VI and the relevant Financing Arrangement and (ii) subsequently Transferred to the AK for (re)certification in accordance with the Conditions of Administration following the execution of the relevant Pledge; (iv) The Holders shall cause the AK to promptly (re)certificate any Shares so Transferred to it in accordance with the Conditions of Administration and issue new Class B Certificates to the relevant Class B Holder or new Class A Certificates to the relevant Class A Holder, as the case may be, with respect to such re-certificated Shares; and (v) If required under the relevant Financing Arrangement, each Pledging Party shall be entitled to Pledge the new Certificates issued to it pursuant to the recertification in accordance with clause (iii) above for the benefit of the relevant Lender in accordance with the terms and conditions of such Financing Arrangement. Furthermore, notwithstanding any provision to the contrary in the Conditions of Administration and/or in the Agreement, the Pledged Certificates shall, upon enforcement of the Pledge following the occurrence of an Event of Default in accordance with any applicable Financing Arrangement and/or Pledge agreement, be freely transferable and exchangeable. (c) Each Pledging Party agrees to ensure that the voting power and all economic rights (including, without limitation, dividend rights and preferential rights to subscribe to new Shares) with respect to any Shares Pledged by such Pledging Party remain with the AK (as far as the voting power is concerned) and the Pledging Party (as far as the economic rights are concerned) at all times prior to the occurrence of an Event of Default under the relevant Financing Arrangement. (d) Each Pledging Party will use its reasonable efforts to obtain that any Financing Arrangement entered into or to be entered into with any Lender other than existing Lenders as from December 18, 2014 includes a written consent not to become a Holder in the event it is granted a Pledge on Certificates, other than for the shortest time period required for the purpose of enforcing its rights as beneficiary of the Pledge prior to decertification. (e) For the avoidance of doubt in respect of a Pledge over certificated Shares or Certificates, the validity and enforceability of any such Pledge vis-à-vis third parties (including any Lender) shall under no circumstances be affected by any conditions, provisions or obligations contained in the Conditions of Administration or in the Agreement, it being understood and agreed that this does not preclude any Party from making any claim towards the Pledging Party for any lack of compliance with this Article VI or any other provisions of this Agreement with respect to Pledges.

Appears in 2 contracts

Samples: Shareholder Agreements (BRC S.a.R.L.), Shareholder Agreements (Anheuser-Busch InBev S.A.)

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Pledge of certificated Shares and/or corresponding Certificates. Each Holder may Pledge (i) any certificated Shares underlying its Class A or Class B Certificates and/or and (ii) any Class A or Class B Certificates corresponding to Shares Pledged (and/or a securities account on which certificated Shares or Certificates are held)Pledged, pursuant to a Financing Arrangement, provided that at all times each Class (A or B) of Holders shall hold a number of non-Pledged certificated Shares and of non-Pledged Certificates corresponding to such certificated Shares which is at least equal to the Minimum Number. Any Pledge shall be subject to the following additional conditions: (a) Each Holder wishing deciding to Pledge (each, a “Pledging Party”) pursuant to a Financing Arrangement, will use its reasonable best endeavors to ensure that the relevant any Financing Arrangement secured by a Pledge that will be entered it enters into includes (i) a “right of first refusal” exercisable during any grace period or cure period provided for in such Financing Arrangement for the benefit of the Holder(s) Holders of the other Class of Certificates in respect of any Pledged Shares that would otherwise be subject to de-certification and/or Transfer to or on the order of a Lender upon the occurrence of an Event of Default under such Financing Arrangement and (ii) an obligation of the Lender to notify the AK and the Holders of the other Class of Certificates, in writing promptly if any Event of Default occurs under such Financing Arrangement. (b) The granting of each Pledge shall occur as follows, subject to the conditions and limitations set forth in this Article VI: (i) Prior to the granting of a Pledge pursuant to a Financing Arrangement to be entered into after the date of the Agreement, the relevant Pledging Party shall, on a confidential basis, provide the Holders of the other Class (with a copy to their respective counsels) with a statement, containing the following information: ¡ The confirmation that the borrower(s) entering into the relevant Financing Arrangement is/are either (a) Holder(s) or (a) direct shareholder(s) of a Holder; ¡ The exact identity of the Lender and borrower(s); ¡ The confirmation that the borrower(s) meet(s) the requirements laid down in Section 5.01 (b) or 5.02 (b), depending on the Class of Certificates held by the Pledging Party, as to the Persons holding directly or indirectly shares or Rights in such borrower(s); ¡ The maximum amount to be drawn under, and the duration of, the relevant Financing Arrangement(s); ¡ The maximum amount to be secured by a Pledge pursuant to the revelant Financing Arrangement(s); ¡ The exact number of Pledged Shares or Pledged Certificates to be Pledged in favour of the Lender at the time the relevant Financing Arrangement(s) will be entered into; and ¡ A copy of (i) all provisions of the relevant draft Financing Arrangement(s) in agreed form referred to under Sections 6.01 (a) and (d) (“right of first refusal”, obligation of notification in case of an Event of Default and consent, if any, of the Lender not to become a Holder) and (ii) the main provisions of the relevant draft Financing Arrangement(s) which are directly relating to any Pledge, including those covering margin calls. (ii) Upon the written request of (a) a Pledging Party or (b) a Lender in accordance with the terms and conditions of the relevant Financing Arrangement (whether in connection with a margin call or otherwise) and subject to the second paragraph of this Section 6.01 (b) (iii), the Holders shall cause the AK to promptly de-certificate Shares underlying the Certificates so requested to be de-certificated and deliver such Shares to the relevant Pledging Party; IfIn case a Holder, on or after December 18the date of this Agreement, 2014, a Holder has entered, or enters, enters into a Pledge agreement or into an amendment to any Pledge agreement or has entered, or enters, enters into a supplemental transfer agreement (including an amendment to (i) a Pledge agreement or (ii) an amendment to a supplemental transfer agreement both executed before the date of which would have been entered into before December 18, 2014this Agreement), the de-certification mentioned in this Section 6.01 (b) (iii) shall occur subject to the prior approval of such Pledge agreement or of such amendment by a decision of the AK Board at the supermajority approval of 85% of all AK Board members, it being understood that, for the purposes of this Section 6.01 (b) (iii) second paragraph, a margin call in accordance with a Pledge agreement shall not be regarded as being an amendment to this Pledge agreement and that the entering into a supplemental transfer agreement as a result either of (i) an Event of Default (as provided in Section 7.02 hereunder) or (ii) a margin call in accordance with a Financing Arrangement or a Pledge agreement or an amendment to a Financing Arrangement or a Pledge agreement shall not be subject to the prior approval of the AK Board Board; (iiiii) Each Pledging Party shall cause any Shares so de-certificated and Transferred to it to be promptly (i) Pledged to the relevant Lender in accordance with this Article VI and the relevant Financing Arrangement and (ii) subsequently Transferred to the AK for (re)certification in accordance with the Conditions of Administration following the execution of the relevant Pledge; (iviii) The Holders shall cause the AK to promptly (re)certificate any Shares so Transferred to it in accordance with the Conditions of Administration and issue new Class B Certificates to the relevant Class B Holder or new Class A Certificates to the relevant Class A Holder, as the case may be, with respect to such re-certificated Shares; and (viv) If required under the relevant Financing Arrangement, each Pledging Party shall be entitled to Pledge the new Certificates issued to it pursuant to the recertification in accordance with clause (iii) above for the benefit of the relevant Lender in accordance with the terms and conditions of such Financing Arrangement. Furthermore, notwithstanding any provision to the contrary in the Conditions of Administration and/or in the Agreement, the Pledged Certificates shall, upon enforcement of the Pledge following the occurrence of an Event of Default in accordance with any applicable Financing Arrangement and/or Pledge agreement, be freely transferable and exchangeable. (c) Each Pledging Party agrees to ensure that the voting power and all economic rights (including, without limitation, dividend rights and preferential rights to subscribe to new Shares) with respect to any Shares Pledged by such Pledging Party remain with the AK (as far as the voting power is concerned) and the Pledging Party (as far as the economic rights are concerned) at all times prior to the occurrence of an Event of Default under the relevant Financing Arrangement. (d) Each Pledging Party will use its reasonable efforts to obtain that any Financing Arrangement entered into or to be entered that it enters into with any Lender other than existing Lenders as from December 18, 2014 on the date of the Agreement includes a written consent not to become a Holder in the event it is granted a Pledge on Certificates, other than for the shortest time period required for the purpose of enforcing its rights as beneficiary of the Pledge prior to decertification. (e) For the avoidance of doubt in respect of a Pledge over certificated Shares or Certificates, the validity and enforceability of any such Pledge vis-à-vis third parties (including any Lender) shall under no circumstances be affected by any conditions, provisions or obligations contained in the Conditions of Administration or in the Agreement, it being understood and agreed that this does not preclude any Party from making any claim towards the Pledging Party for any lack of compliance with this Article VI or any other provisions of this Agreement with respect to Pledges.

Appears in 1 contract

Samples: Shareholder Agreements (Anheuser-Busch InBev S.A.)

Pledge of certificated Shares and/or corresponding Certificates. Each Holder may Pledge (i) any certificated Shares underlying its Class A or Class B Certificates and/or and (ii) any Class A or Class B Certificates corresponding to Shares Pledged (and/or a securities account on which certificated Shares or Certificates are held)Pledged, pursuant to a Financing Arrangement, provided that at all times each Class (A or B) of Holders shall hold a number of non-Pledged certificated Shares and of non-Pledged Certificates corresponding to such certificated Shares which is at least equal to the Minimum Number. Any Pledge shall be subject to the following additional conditions: (a) Each Holder wishing deciding to Pledge (each, a “Pledging Party”) pursuant to a Financing Arrangement, will use its reasonable best endeavors to ensure that the relevant any Financing Arrangement secured by a Pledge that will be entered it enters into includes (i) a “right of first refusal” exercisable during any grace period or cure period provided for in such Financing Arrangement for the benefit of the Holder(s) Holders of the other Class of Certificates in respect of any Pledged Shares that would otherwise be subject to de-certification and/or Transfer to or on the order of a Lender upon the occurrence of an Event of Default under such Financing Arrangement and (ii) an obligation of the Lender to notify the AK and the Holders of the other Class of Certificates, in writing promptly if any Event of Default occurs under such Financing Arrangement. (b) The granting of each Pledge shall occur as follows, subject to the conditions and limitations set forth in this Article VI: (i) Prior to the granting of a Pledge pursuant to a Financing Arrangement to be entered into after the date of the Agreement, the relevant Pledging Party shall, on a confidential basis, provide the Holders of the other Class (with a copy to their respective counsels) with a statement, containing the following information: ¡ The confirmation that the borrower(s) entering into the relevant Financing Arrangement is/are either (a) Holder(s) or (a) direct shareholder(s) of a Holder; ¡ The exact identity of the Lender and borrower(s); ¡ The confirmation that the borrower(s) meet(s) the requirements laid down in Section 5.01 (b) or 5.02 (b), depending on the Class of Certificates held by the Pledging Party, as to the Persons holding directly or indirectly shares or Rights in such borrower(s); ¡ The maximum amount to be drawn under, and the duration of, the relevant Financing Arrangement(s); ¡ The maximum amount to be secured by a Pledge pursuant to the revelant Financing Arrangement(s); ¡ The exact number of Pledged Shares or Pledged Certificates to be Pledged in favour of the Lender at the time the relevant Financing Arrangement(s) will be entered into; and ¡ A copy of (i) all provisions of the relevant draft Financing Arrangement(s) in agreed form referred to under Sections 6.01 (a) and (d) (“right of first refusal”, obligation of notification in case of an Event of Default and consent, if any, of the Lender not to become a Holder) and (ii) the main provisions of the relevant draft Financing Arrangement(s) which are directly relating to any Pledge, including those covering margin calls. (ii) Upon the written request of (a) a Pledging Party or (b) a Lender in accordance with the terms and conditions of the relevant Financing Arrangement (whether in connection with a margin call or otherwise) and subject to the second paragraph of this Section 6.01 (b) (iii), the Holders shall cause the AK to promptly de-certificate Shares underlying the Certificates so requested to be de-certificated and deliver such Shares to the relevant Pledging Party; IfIn case a Holder, on or after December 18the date of this Agreement, 2014, a Holder has entered, or enters, enters into a Pledge agreement or into an amendment to any Pledge agreement or has entered, or enters, enters into a supplemental transfer agreement (including an amendment to (i) a Pledge agreement or (ii) an amendment to a supplemental transfer agreement both executed before the date of which would have been entered into before December 18, 2014this Agreement), the de-certification mentioned in this Section 6.01 (b) (iii) shall occur subject to the prior approval of such Pledge agreement or of such amendment by a decision of the AK Board at the supermajority approval of 85% of all AK Board members, it being understood that, for the purposes of this Section 6.01 (b) (iii) second paragraph, a margin call in accordance with a Pledge agreement shall not be regarded as being an amendment to this Pledge agreement and that the entering into a supplemental transfer agreement as a result either of (i) an Event of Default (as provided in Section 7.02 hereunder) or (ii) a margin call in accordance with a Financing Arrangement or a Pledge agreement or an amendment to a Financing Arrangement or a Pledge agreement shall not be subject to the prior approval of the AK Board ; (iiiii) Each Pledging Party shall cause any Shares so de-certificated and Transferred to it to be promptly (i) Pledged to the relevant Lender in accordance with this Article VI and the relevant Financing Arrangement and (ii) subsequently Transferred to the AK for (re)certification in accordance with the Conditions of Administration following the execution of the relevant Pledge; (iviii) The Holders shall cause the AK to promptly (re)certificate any Shares so Transferred to it in accordance with the Conditions of Administration and issue new Class B Certificates to the relevant Class B Holder or new Class A Certificates to the relevant Class A Holder, as the case may be, with respect to such re-certificated Shares; and (viv) If required under the relevant Financing Arrangement, each Pledging Party shall be entitled to Pledge the new Certificates issued to it pursuant to the recertification in accordance with clause (iii) above for the benefit of the relevant Lender in accordance with the terms and conditions of such Financing Arrangement. Furthermore, notwithstanding any provision to the contrary in the Conditions of Administration and/or in the Agreement, the Pledged Certificates shall, upon enforcement of the Pledge following the occurrence of an Event of Default in accordance with any applicable Financing Arrangement and/or Pledge agreement, be freely transferable and exchangeable. (c) Each Pledging Party agrees to ensure that the voting power and all economic rights (including, without limitation, dividend rights and preferential rights to subscribe to new Shares) with respect to any Shares Pledged by such Pledging Party remain with the AK (as far as the voting power is concerned) and the Pledging Party (as far as the economic rights are concerned) at all times prior to the occurrence of an Event of Default under the relevant Financing Arrangement. (d) Each Pledging Party will use its reasonable efforts to obtain that any Financing Arrangement entered into or to be entered that it enters into with any Lender other than existing Lenders as from December 18, 2014 on the date of the Agreement includes a written consent not to become a Holder in the event it is granted a Pledge on Certificates, other than for the shortest time period required for the purpose of enforcing its rights as beneficiary of the Pledge prior to decertification. (e) For the avoidance of doubt in respect of a Pledge over certificated Shares or Certificates, the validity and enforceability of any such Pledge vis-à-vis third parties (including any Lender) shall under no circumstances be affected by any conditions, provisions or obligations contained in the Conditions of Administration or in the Agreement, it being understood and agreed that this does not preclude any Party from making any claim towards the Pledging Party for any lack of compliance with this Article VI or any other provisions of this Agreement with respect to Pledges.

Appears in 1 contract

Samples: Shareholder Agreements (BRC S.a.R.L.)

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Pledge of certificated Shares and/or corresponding Certificates. Each Holder may Pledge (i) any certificated Shares underlying its Class A or Class B Certificates and/or (ii) any Class A or Class B Certificates corresponding to Shares Pledged (and/or a securities account on which certificated Shares or Certificates are held), pursuant to a Financing Arrangement, provided that at all times each Class (A or B) of Holders shall hold a number of non-Pledged certificated Shares and of non-Pledged Certificates corresponding to such certificated Shares which is at least equal to the Minimum Number. Any Pledge shall be subject to the following additional conditions: (a) Each Holder wishing to Pledge (each, a “Pledging Party”) pursuant to a Financing Arrangement, will use its reasonable best endeavors to ensure that the relevant Financing Arrangement secured by a Pledge that will be entered into includes (i) a “right of first refusal” exercisable during any grace period or cure period provided for in such Financing Arrangement for the benefit of the Holder(s) of the other Class of Certificates in respect of any Pledged Shares that would otherwise be subject to de-certification and/or Transfer to or on the order of a Lender upon the occurrence of an Event of Default under such Financing Arrangement and (ii) an obligation of the Lender to notify the AK and the Holders of the other Class of Certificates, in writing promptly if any Event of Default occurs under such Financing Arrangement. (b) The granting of each Pledge shall occur as follows, subject to the conditions and limitations set forth in this Article VI: (i) Prior to the granting of a Pledge pursuant to a Financing Arrangement to be entered into after the date of the Agreement, the relevant Pledging Party shall, on a confidential basis, provide the Holders of the other Class (with a copy to their respective counsels) with a statement, containing the following information: ¡ The confirmation that the borrower(s) entering into the relevant Financing Arrangement is/are either (a) Holder(s) or (a) direct shareholder(s) of a Holder; ¡ The exact identity of the Lender and borrower(s); ¡ The confirmation that the borrower(s) meet(s) the requirements laid down in Section 5.01 (b) or 5.02 (b), depending on the Class of Certificates held by the Pledging Party, as to the Persons holding directly or indirectly shares or Rights in such borrower(s); ¡ The maximum amount to be drawn under, and the duration of, the relevant Financing Arrangement(s); ¡ The maximum amount to be secured by a Pledge pursuant to the revelant relevant Financing Arrangement(s); ¡ The exact number of Pledged Shares or Pledged Certificates to be Pledged in favour of the Lender at the time the relevant Financing Arrangement(s) will be entered into; and ¡ A copy of (i) all provisions of the relevant draft Financing Arrangement(s) in agreed form referred to under Sections 6.01 (a) and (d) (“right of first refusal”, obligation of notification in case of an Event of Default and consent, if any, of the Lender not to become a Holder) and (ii) the main provisions of the relevant draft Financing Arrangement(s) which are directly relating to any Pledge, including those covering margin calls. (ii) Upon the written request of (a) a Pledging Party or (b) a Lender in accordance with the terms and conditions of the relevant Financing Arrangement (whether in connection with a margin call or otherwise) and subject to the second paragraph of this Section 6.01 (b) (ii), the Holders shall cause the AK to promptly de-certificate Shares underlying the Certificates so requested to be de-certificated and deliver such Shares to the relevant Pledging Party; If, on or after December 18, 2014, a Holder has entered, or enters, into a Pledge agreement or into an amendment to any Pledge agreement or has entered, or enters, into a supplemental transfer agreement (including an amendment to (i) a Pledge agreement or (ii) a supplemental transfer agreement both of which would have been entered into before December 18, 2014), the de-certification mentioned in this Section 6.01 (b) (ii) shall occur subject to the prior approval of such Pledge agreement or of such amendment by a decision of the AK Board at the supermajority approval of 85% of all AK Board members, it being understood that, for the purposes of this Section 6.01 (b) (ii) second paragraph, a margin call in accordance with a Pledge agreement shall not be regarded as being an amendment to this Pledge agreement and that the entering into a supplemental transfer agreement as a result either of (i) an Event of Default (as provided in Section 7.02 hereunder) or (ii) a margin call in accordance with a Financing Arrangement or a Pledge agreement or an amendment to a Financing Arrangement or a Pledge agreement shall not be subject to the prior approval of the AK Board Board; (iii) Each Pledging Party shall cause any Shares so de-certificated and Transferred to it to be promptly (i) Pledged to the relevant Lender in accordance with this Article VI and the relevant Financing Arrangement and (ii) subsequently Transferred to the AK for (re)certification in accordance with the Conditions of Administration following the execution of the relevant Pledge; (iv) The Holders shall cause the AK to promptly (re)certificate any Shares so Transferred to it in accordance with the Conditions of Administration and issue new Class B Certificates to the relevant Class B Holder or new Class A Certificates to the relevant Class A Holder, as the case may be, with respect to such re-certificated Shares; and (v) If required under the relevant Financing Arrangement, each Pledging Party shall be entitled to Pledge the new Certificates issued to it pursuant to the recertification in accordance with clause (iii) above for the benefit of the relevant Lender in accordance with the terms and conditions of such Financing Arrangement. Furthermore, notwithstanding any provision to the contrary in the Conditions of Administration and/or in the Agreement, the Pledged Certificates shall, upon enforcement of the Pledge following the occurrence of an Event of Default in accordance with any applicable Financing Arrangement and/or Pledge agreement, be freely transferable and exchangeable. (c) Each Pledging Party agrees to ensure that the voting power and all economic rights (including, without limitation, dividend rights and preferential rights to subscribe to new Shares) with respect to any Shares Pledged by such Pledging Party remain with the AK (as far as the voting power is concerned) and the Pledging Party (as far as the economic rights are concerned) at all times prior to the occurrence of an Event of Default under the relevant Financing Arrangement. (d) Each Pledging Party will use its reasonable efforts to obtain that any Financing Arrangement entered into or to be entered into with any Lender other than existing Lenders as from December 18, 2014 includes a written consent not to become a Holder in the event it is granted a Pledge on Certificates, other than for the shortest time period required for the purpose of enforcing its rights as beneficiary of the Pledge prior to decertification. (e) For the avoidance of doubt in respect of a Pledge over certificated Shares or Certificates, the validity and enforceability of any such Pledge vis-à-vis third parties (including any Lender) shall under no circumstances be affected by any conditions, provisions or obligations contained in the Conditions of Administration or in the Agreement, it being understood and agreed that this does not preclude any Party from making any claim towards the Pledging Party for any lack of compliance with this Article VI or any other provisions of this Agreement with respect to Pledges.

Appears in 1 contract

Samples: Shareholder Agreements (BRC S.a.R.L.)

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