RELEASE OF THE PLEDGE. Upon full and final satisfaction of the Secured Obligations, upon expiry of any hardening period which may be applicable to the relevant payments (as provided above under Paragraph 4.1), or if previously, at the occurrence of the circumstances as specified in Clause 5.3 (Release of Transaction Security on Discharge of Secured Obligations) and Clause 5.4 (Release of Transaction Security in Connection with Permitted Disposals) of the Security Trust and Intercreditor Deed, the pledge created by, and the obligations under, this Agreement will cease to be in full force and effect, all of the rights attached to the Pledged Shares will return to the Pledgor, and, at the request and cost of the Pledgor, the Security Trustee (in accordance with the terms and subject to the conditions and circumstances set out in the Security Trust and Intercrefitor Deed and without recourse to, or any representation or warranty by, the Security Trustee or any of its nominees) will consent to annotation of the cancellation of the pledge created by this Agreement in the Shareholders' Register of the Company by giving appropriate instructions to the Company, will return the share certificates relating to the Pledged Shares back to the Pledgor and will consent to the annotation of the release on the certificate representing the shares, provided that at the occurrence of the circumstances specified in Clause 5.4 (Release of Transaction Security in Connection with Permitted Disposal) of the Security Trust and Intercreditor Deed, the pledge created by, and the obligations under, this Agreement will cease to be in full force and effect only in respect of the Pledged Shares forming part of the Transaction Security (as defined in the Security Trust and Intercreditor Deed) so released pursuant to that clause and the Security Trustee's consent to the release of the pledge created by the Agreement will be limited to the assets so released.
Appears in 4 contracts
Samples: Pledge Agreement (Marconi Corp PLC), Pledge Agreement (Marconi Corp PLC), Pledge Agreement (Marconi Corp PLC)
RELEASE OF THE PLEDGE. 10.1 Upon full and final complete satisfaction of the Secured Obligations, upon expiry of any hardening period which may be applicable to the relevant payments (as provided above under Paragraph 4.1), or if previously, at the occurrence of the circumstances as specified in Clause 5.3 (Release of Transaction Security on Discharge of Secured Obligations) and Clause 5.4 (Release of Transaction Security in Connection with Permitted Disposals) of the Security Trust and Intercreditor Deed, the pledge created by, and the obligations under, this Agreement will cease to be in full force and effect, all of the rights attached to the Pledged Shares Claims will return to the Pledgor, and, at the request and cost of the Pledgor, the Security Trustee will (in accordance with the terms and subject to the conditions and circumstances set out in the Security Trust and Intercrefitor Intercreditor Deed and without recourse to, or any representation or warranty by, the Security Trustee or any of its nominees) will consent to annotation of the cancellation release of the pledge created by under this Agreement in the Shareholders' Register and will return all evidentiary documents of the Company Pledged Claims received by giving appropriate instructions to the Company, will return the share certificates relating to the Pledged Shares back to the Pledgor and will consent to the annotation of the release on the certificate representing the sharesPledgor, provided that at the occurrence of the circumstances specified in Clause 5.4 (Release of Transaction Security in Connection with Permitted Disposal) of the Security Trust and Intercreditor Deed, the pledge created by, and the obligations under, this Agreement will cease to be in full force and effect only in respect of the Pledged Shares Claims forming part of the Transaction Security (as defined in the Security Trust and Intercreditor Deed) so released pursuant to that clause and the Security Trustee's consent to the release of the pledge created by the Agreement will be limited to the assets so released.
10.2 Within the limits for the Italian Invoice Discounting (as defined in the Indentures) set out in the Indentures, whenever the Pledgor intends to subject Pledged Claims to Italian Invoice Discounting, the provisions of Clause 5.4 (Release of Transaction Security in Connection with Permitted Disposals) of the Security Trust and Intercreditor Deed shall apply.
Appears in 2 contracts
Samples: Pledge Agreement (Marconi Corp PLC), Pledge Agreement (Marconi Corp PLC)
RELEASE OF THE PLEDGE. Upon 5.1 The Pledgee shall cancel this Pledge and release the Pledged Shares, at the Pledgor’s expenses, at the end of the Security Period.
5.2 Notwithstanding anything to the contrary contained in the Finance Documents, the Security Agent shall release the Pledge, at the request and at the cost and expense of the Parent, upon occurrence of any of the following events:
(a) the Secured Liabilities being discharged in full and final satisfaction none of the Secured Obligations, upon expiry of Creditors being under any hardening period which may be applicable further actual or contingent obligation to make advances or provide other financial accommodation to the relevant payments Company or any other person under any of the Finance Documents, or
(b) the Company ceasing to be both a Borrower and a Guarantor subject to, and in accordance with, the Facility Agreement, or
(c) in compliance with point 10.2 of Schedule 20 of the Facility Agreement, in connection with (a) any Permitted Disposal (as provided above under Paragraph 4.1), or if previously, at defined in the occurrence of the circumstances as specified in Clause 5.3 (Release of Transaction Security on Discharge of Secured Obligations) and Clause 5.4 (Release of Transaction Security in Connection with Permitted DisposalsFacility Agreement) of the Pledged Shares, (b) any sale or other disposition of the Pledged Shares otherwise permitted by the Facility Agreement or in the Intercreditor Deed, (c) any sale or other disposition of the Pledged Shares where the Security Trust Agent has consented to the disposal pursuant to the Facility Agreement or in the Intercreditor Deed Take-Out Financing (as defined in the Facility Agreement), (d) any sale or any other disposition of the Pledged Shares pursuant to a merger, consolidation, reorganisation, winding-up, securitisation, Take-Out Financing or sale and leaseback permitted by the Facility Agreement or in the Intercreditor Deed to the extent necessary to ensure such merger, consolidation, reorganisation, winding-up, securitisation Take-Out Financing or sale and leaseback take place, or (e) the creation of any Encumbrance permitted by paragraph (x) of the definition of Permitted Encumbrance in the Facility Agreement and the Security Agent shall procure the reassignment to the Company of the assets assigned to the Security Agent pursuant to the Facility Agreement or in the Intercreditor Deed the, provided that, to the extent that the disposal of the Pledged Shares is a Permitted Disposal or a sale or disposition otherwise permitted by the Facility Agreement or in the Intercreditor Deed, the pledge created byPledged Shares shall be declared to be automatically released from the Pledge, with effect from the day of such disposal and the obligations underSecurity Agent shall each do all such acts which are reasonably requested by the Parent in order to release the Pledged Shares.
5.3 Notwithstanding anything to the contrary in the Finance Documents, this Agreement will cease to be in full force and effect, all the event the Secured Liabilities described under paragraph (a) of the rights attached to definition of Secured Liabilities are fully discharged, the Pledged Shares will return to the Pledgor, andSecurity Agent shall, at the request and cost of the PledgorParent, release and cancel the Pledge, upon delivery to the Security Trustee (in accordance with Agent by the terms and subject to the conditions and circumstances set out in the Security Trust and Intercrefitor Deed and without recourse to, or any representation or warranty by, the Security Trustee or any of its nominees) will consent to annotation Company of the cancellation following documents:
(i) copies of the pledge created last annual accounts duly approved by this Agreement in the Shareholders' Register of the Company by giving appropriate instructions to the Company, will return which evidence the share certificates relating integrity of the corporate capital and the absence of any losses at the end of the relevant financial year;
(ii) certificate from the Companies Registry concerning the Company issued from less than two weeks prior to the Pledged Shares back date on with the conditions under this clause 5.3 are met, evidencing that the Company is not subject to the Pledgor and will consent to the annotation of the release on the certificate representing the shares, provided that at the occurrence of the circumstances specified in Clause 5.4 any insolvency procedure (Release of Transaction Security in Connection with Permitted Disposal) of the Security Trust and Intercreditor Deed, the pledge created by, and the obligations under, this Agreement will cease to be in full force and effect only in respect of the Pledged Shares forming part of the Transaction Security (as defined in the Security Trust and Intercreditor Deed) so released pursuant to that clause and the Security Trustee's consent to the release of the pledge created by the Agreement will be limited to the assets so released.procedura concorsuale);
Appears in 1 contract
Samples: Pledge Agreement (Hertz Corp)
RELEASE OF THE PLEDGE. Upon full and final satisfaction of the Secured Obligations, upon expiry of any hardening period which may be applicable to the relevant payments (as provided above under Paragraph 4.1), or if previously, at the occurrence of the circumstances as specified in Clause 5.3 (Release of Transaction Security on Discharge of Secured Obligations) and Clause 5.4 (Release of Transaction Security in Connection with Permitted Disposals) of the Security Trust and Intercreditor Deed, the pledge created by, and the obligations under, this Agreement will cease to be in full force and effect, all of the rights attached to the Pledged Shares will return to the each Pledgor, and, at the request and cost of the each Pledgor, the Security Trustee (in accordance with the terms and subject to the conditions and circumstances set out in the Security Trust and Intercrefitor Deed and without recourse to, or any representation or warranty by, the Security Trustee or any of its nominees) will consent to annotation of the cancellation of the pledge created by this Agreement in the Shareholders' Register of the Company by giving appropriate instructions to the Company, will return the share certificates relating to the Pledged Shares back to the each Pledgor and will consent to the annotation of the release on the certificate representing the shares, provided that at the occurrence of the circumstances specified in Clause 5.4 (Release of Transaction Security in Connection with Permitted Disposal) of the Security Trust and Intercreditor Deed, the pledge created by, and the obligations under, this Agreement will cease to be in full force and effect only in respect of the Pledged Shares forming part of the Transaction Security (as defined in the Security Trust and Intercreditor Deed) so released pursuant to that clause and the Security Trustee's consent to the release of the pledge created by the Agreement will be limited to the assets so released.
Appears in 1 contract
Samples: Pledge Agreement (Marconi Corp PLC)