Common use of Pledge of Stock or Other Ownership Interest Clause in Contracts

Pledge of Stock or Other Ownership Interest. With respect to the creation or acquisition of a Domestic Subsidiary or first-tier Foreign Subsidiary of the Borrower or a Domestic Subsidiary (including as a result of a Division, with respect to each applicable Division Successor), the Borrower shall deliver to the Administrative Agent, for the benefit of the Lenders, all of the share certificates (or other evidence of equity) owned by a Credit Party pursuant to the terms of a Pledge Agreement prepared by the Administrative Agent and in form and substance satisfactory to the Administrative Agent, and executed by the appropriate Credit Party; provided that no such pledge shall include (i) shares of capital stock or other equity interests of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (ii) shares of voting capital stock or other voting equity interests in any first-tier Foreign Subsidiary in excess of sixty-five percent (65%) of the total outstanding shares of voting capital stock or other voting equity interest of such first-tier Foreign Subsidiary and (iii) shares of capital stock or other equity interests of any first-tier Foreign Subsidiary that is a Dormant Subsidiary; provided, that with respect to a first-tier Foreign Subsidiary that has been classified as a Dormant Subsidiary, at such time that such first-tier Foreign Subsidiary no longer meets the requirements of a Dormant Subsidiary, the Borrower shall provide to the Administrative Agent prompt written notice thereof, and, subject to Section 5.20(b)(ii) above, shall provide, with respect to such first-tier Foreign Subsidiary, share certificates (or other evidence of equity) and a Pledge Agreement as referenced in the foregoing sentence.

Pledge of Stock or Other Ownership Interest. With respect to the creation or acquisition of a Domestic Subsidiary or first-tier first‑tier Foreign Subsidiary of the Borrower or a Domestic Subsidiary (including as a result of a Division, with respect to each applicable Division Successor), the Borrower shall deliver to the Administrative Agent, for the benefit of the Lenders, all of the share certificates (or other evidence of equity) owned by a Credit Party pursuant to the terms of a Pledge Agreement prepared by the Administrative Agent and in form and substance satisfactory to the Administrative Agent, and executed by the appropriate Credit Party; provided that no such pledge shall include (i) shares of capital stock or other equity interests of any Foreign Subsidiary that is not a first-tier first‑tier Foreign Subsidiary, (ii) shares of voting capital stock or other voting equity interests in any first-tier first‑tier Foreign Subsidiary in excess of sixty-five sixty‑five percent (65%) of the total outstanding shares of voting capital stock or other voting equity interest of such first-tier first‑tier Foreign Subsidiary and (iii) shares of capital stock or other equity interests of any first-tier first‑tier Foreign Subsidiary that is a Dormant Subsidiary; provided, that with respect to a first-tier first‑tier Foreign Subsidiary that has been classified as a Dormant Subsidiary, at such time that such first-tier first‑tier Foreign Subsidiary no longer meets the requirements of a Dormant Subsidiary, the Borrower shall provide to the Administrative Agent prompt written notice thereof, and, subject to Section 5.20(b)(ii) above, shall provide, with respect to such first-tier first‑tier Foreign Subsidiary, share certificates (or other evidence of equity) and a Pledge Agreement as referenced in the foregoing sentence.

Pledge of Stock or Other Ownership Interest. With respect to the creation or acquisition of a Domestic Subsidiary or first-tier first‑tier Foreign Subsidiary of the Borrower or a Domestic Subsidiary (including as a result of a Division, with respect to each applicable Division Successor)Subsidiary, the Borrower shall deliver to the Administrative Agent, for the benefit of the Lenders, all of the share certificates (or other evidence of equity) owned by a Credit Party pursuant to the terms of a Pledge Agreement prepared by the Administrative Agent and in form and substance satisfactory to the Administrative Agent, and executed by the appropriate Credit Party; provided that no such pledge shall include (i) shares of capital stock or other equity interests of any Foreign Subsidiary that is not a first-tier first‑tier Foreign Subsidiary, (ii) shares of voting capital stock or other voting equity interests in any first-tier first‑tier Foreign Subsidiary in excess of sixty-five sixty‑five percent (65%) of the total outstanding shares of voting capital stock or other voting equity interest of such first-tier first‑tier Foreign Subsidiary and (iii) shares of capital stock or other equity interests of any first-tier first‑tier Foreign Subsidiary that is a Dormant Subsidiary; provided, that with respect to a first-tier first‑tier Foreign Subsidiary that has been classified as a Dormant Subsidiary, at such time that such first-tier first‑tier Foreign Subsidiary no longer meets the requirements of a Dormant Subsidiary, the Borrower shall provide to the Administrative Agent prompt written notice thereof, and, subject to Section 5.20(b)(ii) above, shall provide, with respect to such first-tier first‑tier Foreign Subsidiary, share certificates (or other evidence of equity) and a Pledge Agreement as referenced in the foregoing sentence.

Pledge of Stock or Other Ownership Interest. With respect to the creation or acquisition of a Domestic Subsidiary or first-first tier Foreign Subsidiary of the Borrower or a Domestic Subsidiary (including as a result of a Division, with respect to each applicable Division Successor), the Borrower shall deliver to the Administrative Agent, for the benefit of the Lenders, all of the share certificates (or other evidence of equity) owned by a Credit Party pursuant to the terms of a Pledge Agreement prepared by the Administrative Agent and in form and substance satisfactory to the Administrative Agent, and executed by the appropriate Credit Party; provided that no such pledge shall include (i) shares of capital stock or other equity interests of any Foreign Subsidiary that is not a first-first tier Foreign Subsidiary, (ii) shares of voting capital stock or other voting equity interests in any first-first tier Foreign Subsidiary in excess of sixty-sixty five percent (65%) of the total outstanding shares of voting capital stock or other voting equity interest of such first-first tier Foreign Subsidiary and (iii) shares of capital stock or other equity interests of any first-first tier Foreign Subsidiary that is a Dormant Subsidiary; provided, that with respect to a first-first tier Foreign Subsidiary that has been classified as a Dormant Subsidiary, at such time that such first-first tier Foreign Subsidiary no longer meets the requirements of a Dormant Subsidiary, the Borrower shall provide to the Administrative Agent prompt written notice thereof, and, subject to Section 5.20(b)(ii) above, shall provide, with respect to such first-first tier Foreign Subsidiary, share certificates (or other evidence of equity) and a Pledge Agreement as referenced in the foregoing sentence.