Security Shares. (i) It is and will (save as otherwise permitted by the Facility Agreement) remain the sole beneficial owner of the Security Shares and save where the Security Shares have been registered in the name of the Security Agent or its nominee pursuant hereto, it and/or its nominee is and will (save as otherwise permitted by the Facility Agreement) remain the absolute legal owner of the Security Shares.
(ii) The Share Mortgages constitute first priority security interests over the Security Shares which are not subject to any prior or pari passu Encumbrances.
(iii) It will not take any action whereby the rights attaching to the Security Shares are altered or diluted.
(iv) The Group Shares are fully paid and non-assessable and neither the Group Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.
Security Shares. (a) Each Chargor shall forthwith deposit with Burdale or as Burdale may direct all bearer instruments, share certificates and other documents of title or evidence of ownership in relation to such Group Shares as are owned by it or in which it has or acquires an interest and their Related Rights and shall execute and deliver to Burdale all such share transfers and other documents as may be requested by Burdale in order to enable Burdale or its nominees to be registered as the owner or otherwise to obtain a legal title to the same and, without limiting the generality of the foregoing, shall deliver to Burdale on today's date executed (and, if required to be stamped, pre-stamped) share transfers for all Group Shares in favour of Burdale and/or its nominee(s) as transferees or, if Burdale so directs, with the transferee left blank and shall procure that all such share transfers are at the request of Burdale forthwith registered by the relevant company and that share certificates in the name of Burdale and/or such nominee(s) in respect of all Group Shares are forthwith delivered to Burdale.
(b) Each Chargor shall provide Burdale with certified copies of all resolutions and authorisations approving the execution of such transfer forms and registration of such transfers as Burdale may reasonably require.
(c) Burdale and its nominee may at any time whilst an Event of Default is continuing exercise or refrain from exercising (in the name of each Chargor, the registered holder or otherwise and without any further consent or authority from each Chargor and irrespective of any direction given by any Chargor) in respect of the Security Shares any voting rights and any powers or rights under the terms of the Security Shares or otherwise which may be exercised by the person or persons in whose name or names the Security Shares are registered or who is the holder thereof, including, without limitation, all the powers given to trustees by Section 10(3) and (4) of the Trustee Xxx 0000 as amended by Section 9 of the Trustee Investments Act 1961 in respect of securities or property subject to a trust PROVIDED THAT in the absence of notice from Burdale each Chargor may and shall continue to exercise any and all voting rights with respect to the Group Shares subject always to the terms of this Deed. No Chargor shall without the previous consent in writing of Burdale exercise the voting rights attached to any of the Group Shares in favour of resolutions having the effect of chan...
Security Shares. 6.1 The value of the Security Shares for the purposes of complying with Article 307.1 of the Kazakhstan Civil Code as of the date hereof is agreed to be US$40,000,000 provided that such valuation shall not limit the liability of the Pledgor under this Pledge Agreement or be binding on the Parties for any other purpose.
Security Shares. 4 7 Rights and Duties of Pledgor . . . . . . . . . . . . . . . . . . 4 8 Grounds for Realization of Security Shares . . . . . . . . . . . 5
Security Shares. CORVEX MANAGEMENT LP Common Stock 2,018,889
Security Shares. (a) The Company is and will remain the sole beneficial owner of the Security Shares and, save where the Security Shares have been registered in the name of Burdale or its nominee pursuant to this Deed and/or its nominee, is and will remain the absolute legal owner of the Security Shares.
(b) The Company will not take any action whereby the rights attaching to the Security Shares are altered or diluted.
(c) The Group Shares are fully paid and non-assessable and neither the Group Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.
Security Shares. (i) It is and will (save as otherwise permitted by the Credit Agreement) remain the sole beneficial owner of the Security Shares and save where the Security Shares have been registered in the name of the Security Agent or its nominee pursuant hereto, it and/or its nominee is and will (save as otherwise permitted by the Credit Agreement) remain the absolute legal owner of the Security Shares.
(ii) It has not transferred, assigned, pledged or in any way encumbered the Security Shares other than pursuant to this Debenture.
(iii) The Share Mortgages constitute first priority security interests over the Security Shares and the Related Rights which are not subject to any prior or pari passu Encumbrances.
(iv) The relevant Group Shares constitute, and until payment in full of all Secured Liabilities will continue to constitute, all of the outstanding issued shares of the company in which the relevant Group Shares are held.
(v) It will not take any action whereby the rights attaching to the Security Shares are altered or diluted.
(vi) The Group Shares are fully paid and non-assessable and neither the Group Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.
Security Shares. (a) Each Chargor is and will remain the sole beneficial owner of its Security Shares and, save where such Security Shares have been registered in the name of Burdale or its nominee pursuant to this Deed and/or its nominee, is and will remain the absolute legal owner of such Security Shares.
(b) No Chargor will take any action whereby the rights attaching to the Security Shares are altered or diluted.
(c) The Group Shares are fully paid and non-assessable and neither the Group Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.
Security Shares. The Company agrees to deposit with the escrow agent under the Escrow Agreement that number of shares of its common stock equal to four (4) times the number of shares necessary to convert the Note on the date hereof. The Company further agrees to replenish the shares of its common stock held in escrow at the request of the Purchaser so that the number of shares is always equal to at least two (2) times the number of shares necessary to convert the Note.
Security Shares. The Company irrevocably and unconditionally authorizes (i) the Buyers to issue, from time to time, instructions in the form attached hereto as Exhibit I (an “Issuance Letter”), to the Transfer Agent to issue shares of the Security Shares to the Buyers, (ii) the Buyers to act as agent of the Company solely for the purposes of instructing the Transfer Agent to issue Security Shares, and (iii) the Transfer Agent to accept an Issuance Letter delivered by the Buyers and to effectuate such issuance as set forth therein. The Buyer covenants that it shall only deliver an Issuance Letter to the Transfer Agent upon the satisfaction of the following conditions: (i) an Event of Default under the Debentures has occurred and remains uncured at the time the Buyers deliver the Issuance Letter, and (ii) the Buyers have provided the Company with at least five day’s advance written notice of such Event of Default prior to the delivering the Issuance Letter. The Buyer shall represent in each Issuance Letter that such conditions have been satisfied. Upon the receipt of an Issuance Letter by the Transfer Agent, the Transfer Agent shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in such Issuance Letter, a certificate or certificates, registered in the name of the Buyers or their designees, for the number of shares of Common Stock to which the Buyers shall be entitled as set forth in such Issuance Letter, or (ii) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyers, credit such aggregate number of shares of Common Stock to which the Buyers shall be entitled to the Buyers’ or their designees’ balance account with DTC through their Deposit Withdrawal At Custodian (“DWAC”) system provided the Buyers causes its bank or broker to initiate the DWAC transaction. The Company hereby confirms to the Transfer Agent and the Buyers that certificates representing the Security Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit III attached hereto, and that if the Securit...