Share Pledges. Borrower shall, within sixty (60) days of the Closing Date, cause to be delivered to Collateral Agent such documents and agreements as Collateral Agent reasonable deems necessary to perfect Collateral Agent’s security interest in Shares of Borrower’s Foreign Subsidiaries, except to the extent (i) prohibited by applicable law, and (ii) prohibited by the documents governing such Shares.
Share Pledges. With respect to share pledges over Equity Interests, unless required by applicable law as the only means of procuring a security interest, but provided also that the Security Trustee shall not be required to accept such transfer if it may be prejudiced thereby, the taking of security shall not require transfer of legal title to the pledged Equity Interests to the Security Trustee. Until the occurrence of an Enforcement Event, (a) the pledgor of Equity Interests constituting New Security shall be permitted to exercise voting rights with respect to the Equity Interests pledged in such manner as it sees fit, provided that such exercise would not constitute a default under any Relevant Document; (b) the pledgor of the Equity Interests constituting the New Security shall be permitted to receive and retain dividends and other distributions on such Equity Interests except to the extent otherwise required by Section 4.03 (Asset Sales); and (c) to the extent that legal title to the pledged Equity Interests is vested in the Security Trustee, the documentation of the pledge of such Equity Interests shall provide that the Security Trustee, as the holder of such Equity Interests, shall (subject to the terms of the Security Trust and Intercreditor Deed) be required to pay all dividends and distributions on such Equity Interests and exercise all voting and other rights with respect to such Equity Interests in such manner as the pledgor of such Equity Interests may reasonably direct, provided that any such action by the Security Trustee would not result in a default under any Relevant Document.
Share Pledges. See 2.1(b)(i).
Share Pledges. ADV and Beacon shall, without further consideration, cooperate with the Investors and take all actions to release, or cause to be released, the Share Pledges on and subject to Closing and the issuance of Ordinary Shares pursuant to the ADV’s exercise of its conversion right under the Note. Three (3) days prior to the Closing, ADV and Beacon shall execute, deliver and file all filled, pre-signed or otherwise required agreements, certificates, instruments, letters or any other documents to effect the release of the Share Pledges, for Company’s legal counsel to hold in escrow until being simultaneously released upon the issuance of Ordinary Shares pursuant to the ADV’s exercise of its conversion right under the Note and Section 3 herein. In the event this Agreement is terminated, the Company shall procure that all documents held in escrow pursuant to the foregoing sentence shall be immediately returned to ADV.
Share Pledges. Subject to clause 34.2 (Release of Share Pledges) below, Partner shall procure that at all times not less than 51% (fifty-one percent) of Partner's issued share capital (including, for this purpose, any securities convertible or realisable into shares of Partner), from time to time, are pledged by the Chargors under the Share Pledges and Partner shall not issue any such shares or securities, unless immediately prior to such issue, the number of shares pledged by the Chargors as aforesaid is such that immediately after such issue, Partner shall comply with the provisions of this clause 16.38.
Share Pledges. In the event that in any one year Ratio Period ("THE DETERMINING RATIO PERIOD"):
41.1.1. Partner shall (as of the end of the Determining Ratio Period) have made payment under the Facilities to the Participating Banks (disregarding for this purpose, any repayment or prepayment capable of being reborrowed under this Agreement) of an amount equal to half the amount of the Total Commitments; and
41.1.2. (a) if the Determining Ratio Period falls during the period 2003-2007 (inclusive), each of the Facility Debt Cover Ratio, Total Debt Cover Ratio, Fixed Charge Coverage Ratio and ADSCR for the one year Ratio Period immediately preceding the Determining Ratio Period was not less than 135% (one hundred and thirty-five percent) of such minimum ratio required for such immediately preceding one year Ratio Period pursuant to the table in clause 16.32 below; or
Share Pledges waiver of recourse If the Security Agent enforces any or all of the Share Pledges, each Guarantor and each Borrower hereby irrevocably (i) waives any and all of its claims against the relevant (other) Borrower and releases the relevant (other) Borrower from any and all liabilities to each Guarantor and each Borrower, including but not limited to any liabilities of the relevant (other) Borrower under any intra-group or shareholder loans and any liability to each Guarantor and the relevant (other) Borrower under any recourse claims (the "Borrower Liabilities"), and (ii) authorises the Security Agent and grants power of attorney to the Security Agent to (without any consent, sanction, authority or further confirmation from any other party), release any and all of the Borrower Liabilities, in order to allow for a sale of the shares in each of the Borrowers to be completed without any claims of any Guarantor and/or any of the (other) Borrowers continuing to exist against any of the Borrowers following such sale to the extent permitted by applicable mandatory laws. BD-#34696673-v11 51
Share Pledges. It is intended that the shares in the Transferor and the Transferred SPP Infrastructure Shares shall be pledged in favour of the financing banks of the Transferor. In this respect, the Purchaser hereby waives (and shall procure that the Company shall waive) the requirement to provide to it the draft share pledge agreements and the proposed amendments to the articles of association of the Transferor, as required under clause 32.6 of the Shareholders Agreement and, as applicable, clause 29.6 of the shareholders agreement in respect of SPP Infrastructure, entered into between, among others, the Seller, the NPF, the Ministry, the Company and the Transferor on 29 May 2014 (“SPP-I Shareholders Agreement”), in each case in its capacity of the Slovak Party (as defined in each of such shareholders agreements) provided that the drafts of such pledge agreements and, if relevant, drafts of the proposed amendments to the articles of association of the Transferor, are provided to the Purchaser no later than two (2) business days prior to the execution of such pledge agreement(s) or two (2) business days before such amendments to the articles of association of the Transferor are passed by the general meeting of shareholders, as the case may be. For the avoidance of doubt, the Parties acknowledge that no pledge over the Transferred SPP Infrastructure Shares will be created before the Transferred SPP Infrastructure Shares are transferred to the Transferor.
Share Pledges. (i) A New York law first priority share pledge over shares in Hanford Shipping, Inc. ("Hanford") granted by Boise Trading Inc.
(ii) A New York law first priority share pledge over shares in Boise Trading Inc. granted by UP Offshore Bahamas.
Share Pledges. (i) A Bahamian law first priority share pledge over shares in UP Offshore Bahamas granted by Holdings.
(ii) A Brazilian law first priority quota pledge over quotas in Agriex granted by UP Offshore Uruguay and UP Offshore Bahamas.
(iii) An English law first priority share pledge over shares in UP UK granted by UP Offshore Panama.
(iv) A New York law first priority share pledge over shares in Topazio Shipping LLC granted by UP Offshore Brazil.
