PLEDGEE’S RIGHTS. (a) If (i) an Event of Default has occurred, (ii) the requirements set forth in §§ 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife) and (iii) the Event of Default has not been remedied within 5 Business Days following the receipt of a notification in accordance with Clause 6.1(b), the Pledgees may enforce the Pledge (or any part thereof) through the Security Agent in any way permitted under German law, in all cases notwithstanding § 1277 of the German Civil Code without any enforceable judgment or other instrument (vollstreckbarer Titel).
(b) The Security Agent shall notify the Pledgor of the intention to realise the Pledges (or any of them) with a period of notice of no less than 5 (five) Business Days.
(c) If the Security Agent should seek to enforce the Pledges pursuant to, and in accordance with Clause 6.1(a) above, the Pledgor shall, at his own expense, render forthwith all assistance necessary in order to facilitate the prompt exercise by the Security Agent of any other right the Pledgees may have under German law.
(d) The Pledge will be realised to the extent necessary to satisfy in full the Secured Claims. The Pledgees shall at all times until the full and complete satisfaction of all the Secured Claims in exercising their rights under this Agreement take into consideration the legitimate interest of the Pledgor.
(e) In derogation of § 1225 of the German Civil Code in the event of enforcement of the Pledges, no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise unless and until all of the Secured Claims have been satisfied and discharged in full. Until then, the Security Agent shall be entitled to treat all enforcement proceeds as additional collateral for the Secured Claims, notwithstanding its right to seek satisfaction from such proceeds at any time.
(f) After the unconditional, irrevocable and full and complete satisfaction of all Secured Claims any remaining proceeds resulting from the enforcement of the Pledges (or any of them) shall be transferred to the Pledgor at the cost and expense of the Pledgor.
PLEDGEE’S RIGHTS. Pledgee’s rights hereunder are in addition to and not in lieu of any rights created or established in its favor pursuant to applicable legislation.
PLEDGEE’S RIGHTS. As used in this Agreement, the term “
PLEDGEE’S RIGHTS. Upon the occurrence of an event which would entitle the Pledgees to enforce the security granted under this Agreement:
(i) dividends paid or payable other than in cash and other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;
(ii) dividends or other distributions paid or payable in cash in respect of the Shares in connection with the partial or total liquidation or dissolution or in connection with the reduction of capital, capital surplus or paid-in surplus; and
(iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for the Shares, shall be and shall forthwith be delivered to the Collateral Agent for itself and for the Pledgees to be held as Security and shall, if received by the Pledgor, be received as holder for the Pledgees and segregated from the other property or funds of the Pledgor and be forthwith delivered to the Collateral Agent for itself and for the Pledgees as Security in the same form as so received (with any necessary endorsement). Any further reaching obligations of the Company and/or the Pledgor in respect of the use of profits and/or dividends shall not be affected by this Clause 4.3.
PLEDGEE’S RIGHTS. Notwithstanding any other provision in this Agreement, and so long as any pledge of any Membership Interest is in effect, no consent of the Member shall be required to permit a pledgee of the Membership Interests in the Company to be substituted for the Member under this Agreement upon the valid exercise of such pledgee’s rights with respect to its collateral. Upon the valid exercise by any agent, lender, purchaser or holder, or any representative of any of the foregoing, party to any agreement, indenture, instrument or document to which the Company is a party relating to the borrowing of funds from one or more lenders or the issuance of one or more promissory notes or other evidence of indebtedness (any of the foregoing, a “Credit Agreement”) of its rights and remedies under and in accordance with the provisions of any Credit Agreement or any security or pledge agreement delivered in connection with such Credit Agreement, such agent, lender, purchaser or holder, or any representative of any of the foregoing (each, a “Secured Party”), or any purchaser of such Membership Interest from a Secured Party, shall be substituted for the Member as a Member under this Agreement, and such substituted Member shall have all rights and powers as a Member under this Agreement. So long as any pledge of any Membership Interest is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee.
PLEDGEE’S RIGHTS. So long as Pledgor is not in default under the Note or terms of this Agreement, Pledgee shall not have the right to receive any dividends payable with respect to the Stock and Pledgee shall have no right to vote the Stock except as provided in the Purchase Agreement. If, however, any stock dividends or distributions of stock or other securities are made on account of the Stock, then Pledgor shall promptly deliver such stock or securities to Pledgee, endorsed in blank, together with assignments separate from certificates, which are undated and have been executed by Pledgor, whereupon such stock or securities shall be subject to the terms of this Agreement and shall be considered to be Stock as that term is used herein. Upon the occurrence of any default under the Note Pledge may exercise all voting rights incident to the Stock (which term shall include any voting securities issued as a dividend and distribution made thereon.)
PLEDGEE’S RIGHTS. Notwithstanding anything contained herein to the contrary, each Member shall be permitted to pledge or hypothecate any or all of its interests in the Company, including all economic rights, control rights, Interests, Percentage Interest and status rights as a Member, to any lenders to the Company (or any affiliate of the Company) or any agent acting on such lenders’ behalf, and any transfer of such interests pursuant to any such lenders; (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, upon a default under the financing giving rise to any pledge or hypothecation of interests in the Company, the lenders (or agent) shall have the right, as set forth in the applicable pledge or hypothecation agreement, and without further approval of any Member and without becoming a Member, to exercise the membership voting rights (including voting rights with respect to the election and removal of Managers) of the Member granting such pledge or hypothecation. Notwithstanding anything contained herein to the contrary, and without complying with any other procedures set forth in this Agreement, upon the exercise of remedies in connection with a pledge or hypothecation, (a) the lenders (or agent) or transferee of such lenders (or agent), as the case may be, shall become a Member under this Agreement and shall succeed to all of the rights and powers, including the right to participate in the management of the business and affairs of the Company, and shall be bound by all of the obligations, of a Member under this Agreement without taking any further action on the part of such lenders (or agent) or transferee, as the case may be, and (b) following such exercise of remedies, the pledging Member shall cease to be a Member and shall have no further rights or powers under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the act to the foregoing provisions of this Section. This Section may not be amended or modified so long as any of the any Member’s interests in the Company is subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent. Each recipient of a pledge or hypothecation of any Member’s interests in the Company shall be a third party beneficiary...
PLEDGEE’S RIGHTS. Subject to the terms and conditions herein, Pledgee’s rights hereunder are in addition to and not in lieu of any rights created or established in its favor pursuant to applicable legislation.
PLEDGEE’S RIGHTS. If (i) an Event of Default has occurred, (ii) the requirements set forth in §§ 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), and (iii) the Event of Default has not been remedied within 5 (five) Business Days following the receipt of a notification in accordance with Clause 7.1(b), the Pledgees may enforce any of the Pledges (or any part thereof) through the Security Agent by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in all cases notwithstanding § 1277 of the German Civil Code without any enforceable judgement or other instrument (vollstreckbarer Titel).
PLEDGEE’S RIGHTS. At any time and from time to time, Pledgee shall have the right, in its discretion and without notice to Pledgor, to transfer to or to register in the name of Pledgee, or any of Pledgee's nominees, the Collateral, or any portion thereof, provided, however, that Pledgor shall continue to be the beneficial owner of any Collateral transferred to or registered in the name of Pledgee, or Pledgee's nominees, prior to the occurrence of an Event of Default. In addition, Pledgee shall have the right at any time to exchange certificates or instruments representing or evidencing the Collateral, or any portion thereof, for certificates or instruments of smaller or larger denominations.
