Common use of Pledge of Ownership Interests In Subsidiaries Clause in Contracts

Pledge of Ownership Interests In Subsidiaries. The Finance Obligations will be secured by a pledge of not less than the Applicable Borrower Ownership Percentage of the beneficial interests in RP Investments and 100% of the issued and outstanding Capital Stock or other equity interests in each other Domestic Subsidiary of the Borrower or any Guarantor (and each Domestic Affiliate that is required to give a Guaranty hereunder) and, subject to clause (b) of the definition of Excluded Property, 100% of the Capital Stock or other equity interests in each First-Tier Foreign Subsidiary (and each First-Tier Foreign Affiliate) of the Borrower or any Guarantor. The scope of the Collateral covered by this clause (b) will not include Excluded Property. In connection with any such pledge under this subsection, there will be delivered to the Collateral Agent, within thirty days in the case of Domestic Subsidiaries and Domestic Affiliates and ninety days in the case of First-Tier Foreign Subsidiaries and First-Tier Foreign Affiliates, with extensions as deemed necessary and appropriate by the Collateral Agent, (i) a pledge or security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) the original share certificates (if any) evidencing the subject pledged interests, together with undated transfer powers executed in blank, in each case where appropriate, (iii) such opinions of counsel as the Collateral Agent may deem necessary or appropriate, in form and substance reasonably satisfactory to the Collateral Agent, and (iv) such other filings and deliveries as may be necessary or appropriate as determined by the Collateral Agent in its reasonable discretion.

Pledge of Ownership Interests In Subsidiaries. (i) The Loan Parties shall cause the Finance Obligations will to be secured by a pledge of (A) not less than the Applicable Borrower Ownership Percentage 80% of the beneficial interests in RP Investments RPCT, (B) not less than 80% of the common and preferred limited liability company interests in RPDP LLC, (C) not less than 80% of the common stock of RPDP Inc., (D) not less than 100% of the issued and outstanding Capital Stock or other equity interests in LuxCo 3 and BidCo, (E) as soon as practicable after the completion of the Section 60 Financial Assistance Validation Procedure, not less than 100% the issued and outstanding Capital Stock or other equity interests in Target Parent Holdings, Target Holdings and Target OpCo and (F) not less than 100% of the issued and outstanding Capital Stock or other equity interests in each other Domestic Subsidiary of the Borrower or any Guarantor other than RPCT (and each Domestic Affiliate that is required to give a Guaranty hereunder) and, subject to clause (b) of the definition of Excluded Property, 100and 65% of the Capital Stock or other equity interests in each First-Tier Foreign Subsidiary (and each First-Tier Foreign Affiliate). (ii) of the Borrower or any Guarantor. The scope of the Collateral covered by this clause (b) will not include Excluded Property. In connection with any such pledge under this subsectionsubsection (b), there will be delivered the Loan Parties shall deliver to the Collateral Agent, within thirty days in the case of Domestic Subsidiaries and Domestic Affiliates and and, except as otherwise specified under this Section 6.10, ninety days in the case of First-Tier Foreign Subsidiaries and First-Tier Foreign Affiliates, with extensions as deemed necessary and appropriate by the Collateral Agent, (i) a pledge or security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) the original share certificates (if any) evidencing the subject pledged interests, together with undated transfer powers executed in blank, in each case where appropriate, (iii) such opinions of counsel as the Collateral Agent may deem necessary or appropriate, in form and substance reasonably satisfactory to the Collateral Agent, and (iv) such other filings and deliveries as may be necessary or appropriate as determined by the Collateral Agent in its reasonable discretion. All equity and other beneficial interests included or intended to be included in the Collateral will be (i) certificated securities evidenced by securities certificates which will be delivered to the Collateral Agent in New York City, together with share transfer powers duly indorsed to the Collateral Agent or in blank, or (ii) “uncertificated securities” under Article 8 of the UCC and the security interest of the Collateral Agent therein perfected by “control” under the UCC; provided that BidCo shall convert any Target Ordinary Shares acquired by it into a certificated form as soon as reasonably practicable after the acquisition thereof. Without limiting the foregoing, the issuer of each equity interest comprising or intended to comprise a portion of the Collateral which is a limited liability company interest, a partnership interest or a beneficial interest in a business trust or a statutory trust shall “opt-in” to Article 8 of the UCC with respect to such limited liability company interest or partnership interest, as applicable, by stating in the applicable limited liability company operating agreement or partnership agreement, on terms reasonably acceptable to the Collateral Agent, that each such interest shall constitute and remain a “security” under Section 8-102(a)(15) (or comparable provision) of the UCC from time to time in effect in the state of organization of the issuer, and subject such interest to the lien of the Collateral Agent pursuant to a control agreement reasonably satisfactory to the Collateral Agent or, in the case of certificated securities, pursuant to a pledge of the certificates representing the applicable limited liability company interests or partnership interests.

Pledge of Ownership Interests In Subsidiaries. (i) The Loan Parties shall cause the Finance Obligations will to be secured by a pledge of (A) not less than the Applicable Borrower Ownership Percentage 80% of the beneficial interests in RP Investments RPCT, (B) not less than 80% of the common and preferred limited liability company interests in RPDP LLC, (C) not less than 80% of the common stock of RPDP Inc., (D) not less than 100% of the issued and outstanding Capital Stock or other equity interests in LuxCo 3 and BidCo, (E) if the Section 60 Financial Assistance Validation Procedure is completed, as soon as practicable after the completion thereof, not less than 100% of the issued and outstanding Capital Stock or other equity interests in Target Parent Holdings, Target Holdings and Target OpCo and (F) not less than 100% of the issued and outstanding Capital Stock or other equity interests in each other Domestic Subsidiary of the Borrower or any Guarantor other than RPCT (and each Domestic Affiliate that is required to give a Guaranty hereunder) and, subject to clause (b) of the definition of Excluded Property, 100and 65% of the Capital Stock or other equity interests in each First-Tier Foreign Subsidiary (and each First-Tier Foreign Affiliate). (ii) of the Borrower or any Guarantor. The scope of the Collateral covered by this clause (b) will not include Excluded Property. In connection with any such pledge under this subsectionsubsection (b), there will be delivered the Loan Parties shall deliver to the Collateral Agent, within thirty days in the case of Domestic Subsidiaries and Domestic Affiliates and and, except as otherwise specified under this Section 6.10, ninety days in the case of First-Tier Foreign Subsidiaries and First-Tier Foreign Affiliates, with extensions as deemed necessary and appropriate by the Collateral Agent, (i) a pledge or security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) the original share certificates (if any) evidencing the subject pledged interests, together with undated transfer powers executed in blank, in each case where appropriate, (iii) such opinions of counsel as the Collateral Agent may deem necessary or appropriate, in form and substance reasonably satisfactory to the Collateral Agent, and (iv) such other filings and deliveries as may be necessary or appropriate as determined by the Collateral Agent in its reasonable discretion. All equity and other beneficial interests included or intended to be included in the Collateral will be (i) certificated securities evidenced by securities certificates which will be delivered to the Collateral Agent in New York City, together with share transfer powers duly indorsed to the Collateral Agent or in blank, or (ii) “uncertificated securities” under Article 8 of the UCC and the security interest of the Collateral Agent therein perfected by “control” under the UCC; provided that BidCo shall convert any Target Ordinary Shares acquired by it into a certificated form as soon as reasonably practicable after the acquisition thereof and if the Compulsory Acquisition is completed or BidCo shall otherwise acquire all of the issued and outstanding Target Ordinary Shares, BidCo shall cause the certificates and other documents representing or evidencing ownership of the Target Ordinary Shares to be delivered to the Collateral Agent, together with instruments of transfer in respect of such Target Ordinary Shares duly executed by or on behalf of XxxXx. Without limiting the foregoing, the issuer of each equity interest comprising or intended to comprise a portion of the Collateral which is a limited liability company interest, a partnership interest or a beneficial interest in a business trust or a statutory trust shall “opt-in” to Article 8 of the UCC with respect to such limited liability company interest or partnership interest, as applicable, by stating in the applicable limited liability company operating agreement or partnership agreement, on terms reasonably acceptable to the Collateral Agent, that each such interest shall constitute and remain a “security” under Section 8-102(a)(15) (or comparable provision) of the UCC from time to time in effect in the state of organization of the issuer, and subject such interest to the lien of the Collateral Agent pursuant to a control agreement reasonably satisfactory to the Collateral Agent or, in the case of certificated securities, pursuant to a pledge of the certificates representing the applicable limited liability company interests or partnership interests.

Pledge of Ownership Interests In Subsidiaries. The Finance Obligations will be secured by a pledge of not less than the Applicable Borrower Ownership Percentage of the beneficial interests in RP Investments and 100% of the issued and outstanding Capital Stock or other equity interests Equity Interests in the Borrower and each other Domestic Subsidiary of the Borrower or any Guarantor (and each Domestic Affiliate that is required to give a Guaranty hereunder) and, subject to clause (ba) of the definition of Excluded Property, 100% of the Capital Stock or other equity interests Equity Interests in each First-Tier Foreign Subsidiary (and each First-Tier Foreign Affiliate) of the Borrower or any Guarantor. The scope of the Collateral covered by this clause (b) will not include Excluded Property. In connection with any such pledge under this subsection, there will be delivered to the Collateral Agent, within thirty days in the case of Domestic Subsidiaries and Domestic Affiliates and ninety days in the case of First-Tier Foreign Subsidiaries and First-Tier Foreign AffiliatesSubsidiaries, with extensions as deemed necessary and appropriate by the Collateral Agent, (i) a pledge or security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) the original share certificates (if any) evidencing the subject pledged interests, together with undated transfer powers executed in blank, in each case where appropriate, (iii) such opinions of counsel as the Collateral Agent may deem reasonably necessary or appropriate, in form and substance reasonably satisfactory to the Collateral Agent, and (iv) such other filings and deliveries as may be reasonably necessary or appropriate as determined by the Collateral Agent in its reasonable discretion.

Pledge of Ownership Interests In Subsidiaries. (i) The Loan Parties shall cause the Finance Obligations will to be secured by a pledge of (A) not less than the Applicable Borrower Ownership Percentage 80% of the beneficial interests in RP Investments RPCT, (B) not less than 80% of the common and preferred limited liability company interests in RPDP LLC, (C) not less than 80% of the common stock of RPDP Inc., (D) not less than 100% of the issued and outstanding Capital Stock or other equity interests in LuxCo 3 and BidCo, (E) if the Section 60 Financial Assistance Validation Procedure is completed, as soon as practicable after the completion thereof, not less than 100% of the issued and outstanding Capital Stock or other equity interests in Target Parent Holdings, Target Holdings and Target OpCo and (F) not less than 100% of the issued and outstanding Capital Stock or other equity interests in each other Domestic Subsidiary of the Borrower or any Guarantor other than RPCT (and each Domestic Affiliate that is required to give a Guaranty hereunder) and, subject to clause (b) of the definition of Excluded Property, 100and 65% of the Capital Stock or other equity interests in each First-Tier Foreign Subsidiary (and each First-Tier Foreign Affiliate). (ii) of the Borrower or any Guarantor. The scope of the Collateral covered by this clause (b) will not include Excluded Property. In connection with any such pledge under this subsectionsubsection (b), there will be delivered the Loan Parties shall deliver to the Collateral Agent, within thirty days in the case of Domestic Subsidiaries and Domestic Affiliates and and, except as otherwise specified under this Section 6.10, ninety days in the case of First-Tier Foreign Subsidiaries and First-Tier Foreign Affiliates, with extensions as deemed necessary and appropriate by the Collateral Agent, (i) a pledge or security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) the original share certificates (if any) evidencing the subject pledged interests, together with undated transfer powers executed in blank, in each case where appropriate, (iii) such opinions of counsel as the Collateral Agent may deem necessary or appropriate, in form and substance reasonably satisfactory to the Collateral Agent, and (iv) such other filings and deliveries as may be necessary or appropriate as determined by the Collateral Agent in its reasonable discretion. All equity and other beneficial interests included or intended to be included in the Collateral will be (i) certificated securities evidenced by securities certificates which will be delivered to the Collateral Agent in New York City, together with share transfer powers duly indorsed to the Collateral Agent or in blank, or (ii) “uncertificated securities” under Article 8 of the UCC and the security interest of the Collateral Agent therein perfected by “control” under the UCC; provided that BidCo shall convert any Target Ordinary Shares acquired by it into a certificated form as soon as reasonably practicable after the acquisition thereof and if the Compulsory Acquisition is completed or BidCo shall otherwise acquire all of the issued and outstanding Target Ordinary Shares, BidCo shall cause the certificates and other documents representing or evidencing ownership of the Target Ordinary Shares to be delivered to the Collateral Agent, together with instruments of transfer in respect of such Target Ordinary Shares duly executed by or on behalf of BxxXx. Without limiting the foregoing, the issuer of each equity interest comprising or intended to comprise a portion of the Collateral which is a limited liability company interest, a partnership interest or a beneficial interest in a business trust or a statutory trust shall “opt-in” to Article 8 of the UCC with respect to such limited liability company interest or partnership interest, as applicable, by stating in the applicable limited liability company operating agreement or partnership agreement, on terms reasonably acceptable to the Collateral Agent, that each such interest shall constitute and remain a “security” under Section 8-102(a)(15) (or comparable provision) of the UCC from time to time in effect in the state of organization of the issuer, and subject such interest to the lien of the Collateral Agent pursuant to a control agreement reasonably satisfactory to the Collateral Agent or, in the case of certificated securities, pursuant to a pledge of the certificates representing the applicable limited liability company interests or partnership interests.