Common use of Stock Pledge Agreements Clause in Contracts

Stock Pledge Agreements. (a) Mercury Cayman IV shall have duly authorized, executed and delivered a legal mortgage in respect of all the outstanding shares of Mercury Cayman Co. II, Ltd. and a pledge agreement in respect of its intercompany note issued by Mercury Cayman Co. I, Ltd.; (b) Mercury Cayman III shall have duly authorized, executed and delivered a stock pledge agreement, in a form to be agreed prior to the Initial Borrowing Date, with respect to all of the shares of Gener (or ADS Shares in respect thereof) and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all of the Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the stock registry books of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securities; and (c) the Principal Guarantor shall have duly authorized, executed and delivered a stock pledge agreement in respect of all of its shares of Gener and a legal mortgage in respect of all the outstanding shares of Mercury Cayman III, each in a form to be agreed prior to the Initial Borrowing Date (each, as amended, modified or supplemented from time to time, a "Stock Pledge Agreement"), and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all of the Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the stock registry books or register of members, as applicable, of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securities; provided, however, that to the extent that the Post-Closing Collateral Conditions expressly permit any of the preceding actions to be taken at a time later than that specified in this paragraph, such later time shall apply.

Stock Pledge Agreements. (a) Mercury Cayman IV The Company and PAAC shall, and shall have duly authorizedcause the applicable Subsidiary or Subsidiaries of PAAC (the "Pledgor Subsidiary" or "Pledgor Subsidiaries") to execute and deliver to the Collateral Agent one or more stock pledge agreements substantially in the form of the stock pledge agreement attached as an exhibit to the Existing Senior Secured Indenture ("Stock Pledge Agreements") providing for the pledge to the Collateral Agent for the benefit of itself and the Trustee, executed for itself and delivered a legal mortgage in respect the Holders, and the Term Loan Agent, for itself and the other lenders under the Term Loan Agreement, of all the outstanding shares Capital Stock of Mercury Cayman Co. IIthe Company and each of the Restricted Subsidiaries that (A) is engaged in any business activity other than the holding of the Capital Stock of one or more Subsidiaries of PAAC (or in the case of Imperial West, Ltd. and a pledge agreement engaging in respect any business activity other than the holding of its intercompany note issued by Mercury Cayman Co. IInvestment in Kemwater) and (B) has assets equal to or greater than 5% of PAAC's total assets determined on a consolidated basis as of the time of determination, Ltd.; together with delivery to the Collateral Agent of stock certificates evidencing such Capital Stock (together with undated stock powers executed in blank), in each case at such time as (i) such Capital Stock is not pledged for the benefit of the lenders under the Existing Term Facility and subject to the rights therein of the holders of the Existing Senior Secured Notes and (ii) such pledge shall not constitute a default or breach under the Existing Term Facility or the Existing Senior Secured Indenture. Upon any such pledge, such Capital Stock shall become "Collateral" for purposes of the Intercreditor Agreement. (b) Mercury Cayman III shall have duly authorizedIf (i) there are no Term Loan Notes outstanding, executed (ii) there is no Indebtedness (the "New Indebtedness") outstanding which refinanced the Term Loan Notes and delivered a stock pledge agreementrequires pledges of Capital Stock of one or more Restricted Subsidiaries in connection therewith, in a form to be agreed prior (iii) all other amounts due and owing to the Initial Borrowing Datelenders under the Term Loan Agreement or the New Indebtedness lenders under the agreement providing for the issuance of the New Indebtedness, as the case may be, have been paid in full, (iv) the Term Loan Agreement or the agreement providing for the issuance of the New Indebtedness, as the case may be, has been terminated, and (v) the Company has delivered to the Trustee and the Collateral Agent an officers' certificate stating that the foregoing requirements have been satisfied (which officers' certificate must also be signed by the Term Loan Agent or the agent, trustee or other representative of the New Indebtedness, as the case may be), then (x) the Company shall be released from its obligations to comply with this Section 1017, (y) the failure - 123 - 135 to comply with this Section 1017 shall not constitute a Default or Event of Default with respect to the Securities, and (z) all stock pledge agreements entered into by the Company and one or more Subsidiaries of the shares of Gener (or ADS Shares in respect thereof) Company after the Closing Date pursuant to this Section 1017 shall be terminated, and all certificates evidencing Capital Stock pledged thereunder shall have delivered to be released, by the Collateral Agent, as Collateral Agent thereunder, all of the Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the stock registry books of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securities; and . (c) If at any time after the Principal Guarantor operation of the immediately preceding paragraph the Company or any Subsidiary of the Company intends to incur any Indebtedness which requires the pledge of Capital Stock of one or more Restricted Subsidiaries of the Company in connection therewith, neither the Company nor such Subsidiary of the Company shall have duly authorized, executed incur such Indebtedness without directly securing the Securities with such pledge of Capital Stock on an equal and delivered a stock pledge agreement in respect of all of its shares of Gener and a legal mortgage in respect of all the outstanding shares of Mercury Cayman III, each in a form to be agreed ratable basis (or prior to in the Initial Borrowing Date (eachcase of Indebtedness subordinated to the Securities or the Guarantees, as amended, modified the case may be) and in connection therewith the Company's obligation to comply with the provisions of this Section 1017 shall be reinstated if a covenant or supplemented from time agreement similar to time, a "Stock Pledge Agreement"), and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all of the Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations this covenant is included in the stock registry books or register agreement providing for the issuance of members, as applicable, of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securities; provided, however, that to the extent that the Post-Closing Collateral Conditions expressly permit any of the preceding actions to be taken at a time later than that specified in this paragraph, such later time shall applyIndebtedness.

Stock Pledge Agreements. (a) Mercury Cayman IV The Company shall have duly authorized, executed execute and delivered a legal mortgage in respect of all the outstanding shares of Mercury Cayman Co. II, Ltd. and a pledge agreement in respect of its intercompany note issued by Mercury Cayman Co. I, Ltd.; (b) Mercury Cayman III shall have duly authorized, executed and delivered a stock pledge agreement, in a form to be agreed prior deliver to the Initial Borrowing DatePurchasers a Stock Pledge Agreement, with respect pursuant to which the Company shall pledge to the Purchasers all of the shares Stock, shares, membership interests, partnership interests, venture interests and all other equity interests, in any form whatsoever, of Gener each and every Person in which the Company owns an equity interest (other than the entities identified on Schedule 4.3(a) (as may be amended from time to time with the prior written consent of Majority Noteholders in accordance with Section 5.1(e)(iv)) (the "Excluded Entities"), whether now existing or ADS Shares in respect thereof) hereafter arising. The Company also shall cause each Primary Obligor, each Secondary Obligor and each other Affiliate, as Majority Noteholders shall have delivered reasonably request, to execute and deliver to the Collateral AgentPurchasers a Stock Pledge Agreement, as Collateral Agent thereunder, pursuant to which each such Person shall pledge to the Purchasers all of the Pledged Securities referred to therein and owned by such PersonStock, together with satisfactory evidence of all annotations in the stock registry books of the issuers of the Pledged Securities shares, membership interests, partnership interests, venture interests and all other annotations necessary equity interests, in any form whatsoever, of each and every Person in which such Person owns an equity interest (other than the Excluded Entities), whether now existing or hereafter arising. Schedule 4.3(b) sets forth a true, accurate and complete list of all Stock Pledge Agreements to grant a first priority lien be delivered by or on behalf of the Company to the Purchasers on the Pledged Securities; Initial Closing Date, setting forth the name of the pledgor, the identity of each entity pledged pursuant thereto and (c) a detailed description of the Principal Guarantor shall have duly authorized, executed and delivered a stock pledge agreement in respect of all of its equity interest pledged pursuant thereto. All shares of Gener and a legal mortgage in respect of all the outstanding shares of Mercury Cayman III, each in a form Stock to be agreed prior pledged pursuant to the Initial Borrowing Date (each, as amended, modified or supplemented from time to time, a "Stock Pledge Agreement"), and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all of the Pledged Securities referred to therein and owned Agreement are represented by such Person, together with satisfactory evidence of all annotations in the stock registry books or register of members, as applicable, of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securitiescertificates; provided, however, that to the extent that the Post-Closing Collateral Conditions expressly permit any of the preceding actions to be taken at a time later than that specified in this paragraph, such later time shall applynone are uncertificated.

Stock Pledge Agreements. (a) Mercury Cayman IV The Borrower shall have duly authorized, executed and delivered a legal share mortgage in respect of all a form to be agreed prior to the outstanding shares Initial Borrowing Date pledging the share capital of Mercury Cayman Co. III, (b) the Borrower shall have duly authorized, executed and delivered a share mortgage, pledging the share capital of Mercury Cayman II, Ltd. (c) Inversiones Zapallar shall have duly authorized, executed and delivered a share mortgage, pledging the share capital of Mercury Cayman I, (d) Mercury Cayman II shall have duly authorized, executed and delivered a share mortgage, pledging the share capital of Mercury Cayman I, (e), Inversiones Cachagua shall have duly authorized, executed and delivered a stock pledge agreement (Contrato de Prenda sobre Acciones), in respect of its intercompany note issued by Mercury Cayman Co. I, Ltd.; a form to be agreed prior to the Initial Borrowing Date and (bf) Mercury Cayman III shall have duly authorized, executed and delivered a stock pledge agreementagreement (Contrato de Prenda sobre Acciones), in a form to be agreed prior to the Initial Borrowing Date, with respect to all of the shares of Gener (or ADS Shares in respect thereof) and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all of the Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the stock registry books of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securities; and (c) the Principal Guarantor shall have duly authorized, executed and delivered a stock pledge agreement in respect of all of its shares of Gener and a legal mortgage in respect of all the outstanding shares of Mercury Cayman III, each in a form to be agreed prior to the Initial Ini tial Borrowing Date (each, as amended, modified or supplemented from time to time, a "Stock Pledge Agreement"), and shall have delivered to the Collateral AgentSecured Party, as Collateral Agent Secured Party thereunder, all of the Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the stock registry books or register registers of membersmortgages and charges, as applicable, of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securities; provided, however, that to the extent that the Post-Closing Collateral Conditions expressly permit any of the preceding actions to be taken at a time later than that specified in this paragraph, such later time shall apply.

Stock Pledge Agreements. The Borrower agrees that it will, at its sole expense, (ai) Mercury Cayman IV without any request by the Lender, immediately deliver, or cause to be delivered to the Lender, in due form for transfer (e.g., endorsed in blank or accompanied by duly executed blank stock or bond powers), all securities (including those hereafter acquired), chattel paper, instruments and documents of title, if any, at any time representing all or any of the Collateral, (ii) without request by the Lender, cause the Lender's security interest under the Loan Documents to be at all times duly noted on any certificate of title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Lender each such certificate of title provided, that this section shall have duly authorizednot apply to motor vehicles with a purchase price less than $50,000 individually and $200,000 in the aggregate, and (iii) upon the Lender's request, forthwith execute and deliver, or cause to be executed and delivered a legal mortgage in respect of all to the outstanding shares of Mercury Cayman Co. II, Ltd. and a pledge agreement in respect of its intercompany note issued by Mercury Cayman Co. I, Ltd.; (b) Mercury Cayman III shall have duly authorized, executed and delivered a stock pledge agreementLender, in a due form for filing or recording (the Borrower hereby agreeing to be agreed prior pay the cost of filing or recording the same in all public offices deemed necessary by the Lender), such assignments, security agreements, mortgages, deeds of trust, pledge agreements, warehouse receipts, bailee letters, consents, waivers, financing statements, stock or bond powers and other documents, and do such other acts and things, all as the Lender may from time to time reasonably request, to establish and maintain to the Initial Borrowing DateLender's satisfaction a valid, with respect to first perfected security interest in all of the shares Borrower's present and/or future assets (free of Gener (or ADS Shares in respect thereofall other Liens whatsoever except Permitted Liens) and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all secure payment of the Pledged Securities referred to therein Liabilities. The Borrower hereby irrevocably makes, constitutes and owned by such Person, together with satisfactory evidence of all annotations in appoints the stock registry books of the issuers of the Pledged Securities Lender (and all other annotations necessary persons designated by the Lender for that purpose) as the Borrower's true and lawful agent and attorney-in-fact to grant a first priority lien sign the Borrower's name on the Pledged Securities; any such agreements, instruments and (c) the Principal Guarantor shall have duly authorized, executed and delivered a stock pledge agreement in respect of all of its shares of Gener and a legal mortgage in respect of all the outstanding shares of Mercury Cayman III, each in a form to be agreed prior to the Initial Borrowing Date (each, as amended, modified or supplemented from time to time, a "Stock Pledge Agreement"), and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all of the Pledged Securities documents referred to therein in clause (iii) above and owned by to deliver such Personagreements, together with satisfactory evidence of all annotations instruments and documents to such Persons as the Lender in the stock registry books or register of members, as applicable, of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securities; provided, however, that to the extent that the Post-Closing Collateral Conditions expressly permit any of the preceding actions to be taken at a time later than that specified in this paragraph, such later time shall applyits sole discretion may elect.

Stock Pledge Agreements. Those Persons identified on Schedule 4.3(a) (aas may be amended from time to time with the prior written consent of Agent in accordance with Section 5.1(e)(iv)) Mercury Cayman IV shall have duly authorized, executed and delivered a legal mortgage in respect of all the outstanding shares of Mercury Cayman Co. II, Ltd. and a pledge agreement in respect of its intercompany note issued by Mercury Cayman Co. I, Ltd.; (b) Mercury Cayman III shall have duly authorized, executed and delivered a stock pledge agreement, in a form to be agreed prior to the Initial Borrowing Date, with respect to all of the shares of Gener (or ADS Shares in respect thereof) and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all of the Pledged Securities referred to therein herein as "EXCLUDED ENTITIES" and owned by neither Borrower nor any Affiliate of a Borrower shall be obligated to pledge its Stock, partnership interests, membership interests or other equity interest in such Person, together with satisfactory evidence of all annotations in the stock registry books of the issuers of the Pledged Securities Excluded Entity. Borrower shall execute and all other annotations necessary deliver to grant a first priority lien on the Pledged Securities; and (c) the Principal Guarantor shall have duly authorized, executed and delivered Agent a stock pledge agreement in respect or an amendment and restatement of all of its shares of Gener and a legal mortgage in respect of all the outstanding shares of Mercury Cayman III, each in a form to be agreed prior to the Initial Borrowing Date (each, as amended, modified or supplemented from time to time, a "Borrower's Stock Pledge Agreement"), pursuant to which Borrower shall pledge or ratify, amend and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all of the Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the stock registry books or register of membersrestate its pledge, as applicable, to Agent all of the issuers of the Pledged Securities Stock, shares, membership interests, partnership interest, venture interest and all other annotations necessary equity interests, in any form whatsoever, of each and every Person in which Borrower owns an equity interest (other than the Excluded Entities), whether now existing or hereafter arising. Borrower shall cause each Primary Obligor, each Secondary Obligor and each other Affiliate, as Agent shall reasonably request to grant a first priority lien on the Pledged Securities; providedexecute and deliver to Agent an amendment and restatement of its Stock Pledge Agreement, howeverpursuant to which each such Person shall ratify, that amend and restate its pledge to the extent that the Post-Closing Collateral Conditions expressly permit any Agent all of the preceding actions to be taken at Stock, shares, membership interests, partnership interest, venture interest and all other equity interests, in any form whatsoever, of each and every Person in which such Person owns an equity interest (other than the Excluded Entities), whether now existing or hereafter arising. Schedule 4.3(b) sets forth a time later than that specified true, accurate and complete list of all Stock Pledge Agreements delivered in connection with this paragraphAgreement, such later time shall applythe name of the Pledgor, the identity of each entity pledged pursuant thereto and a detailed description of the equity interest pledged pursuant thereto.

Stock Pledge Agreements. The U.S. Stock Pledge Agreement and the Sintel Stock Pledge Agreement. Subordinated Debt. Indebtedness incurred by the Parent which has been subordinated to the Obligations; provided that (a) Mercury Cayman IV at the time such Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur (including under ss.8.1 hereof) as a result of such incurrence, and the Parent shall have duly authorizedprovided the Banks with a calculation of the Leverage Ratios required by ss.8.1 hereof showing compliance therewith on a pro forma basis taking into account the incurrence of such Subordinated Debt, executed and delivered a legal mortgage in respect of all the outstanding shares of Mercury Cayman Co. II, Ltd. and a pledge agreement in respect of its intercompany note issued by Mercury Cayman Co. I, Ltd.; (b) Mercury Cayman III the documentation evidencing such Subordinated Debt shall have duly authorizedbeen delivered to the Agent and shall contain all of the following characteristics: (i) it shall be unsecured, executed and delivered (ii) it shall bear a stock pledge agreementmarket rate of interest, in a form to be agreed (iii) it shall have an average weighted maturity of at least seven (7) years, (iv) it shall not require principal repayments thereof prior to the Initial Borrowing Maturity Date, (v) it shall have financial covenants (including covenants relating to incurrence of indebtedness) which are meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Parent's or any of its Subsidiaries' ability to grant liens securing indebtedness ranking senior to such Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Credit Agreement (and under any refinancings hereof) in a principal amount at least equal to the Total Commitment hereunder at the time of incurrence of such Subordinated Debt minus any mandatory or optional reductions thereof plus $25,000,000, (viii) it may be cross-accelerated with respect to all the Obligations and other senior indebtedness of the shares of Gener Borrowers (or ADS Shares in respect thereofbut shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall have delivered to provide that (A) upon any payment or distribution of the Collateral Agent, as Collateral Agent thereunderassets of the Parent or its Subsidiaries (including after the commencement of a bankruptcy proceeding) of any kind or character, all of the Pledged Securities referred Obligations (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full prior to therein any payment being received by the holders of the Subordinated Debt and owned by such Person(B) until all of the Obligations (including the interest described in subclause (A) above) are paid in full, together with satisfactory evidence any payment or distribution to which the holders of all annotations the Subordinated Debt would be entitled but for the subordination provisions of the type described in clauses (x) and (xi) hereof shall be made to the holders of the Obligations, (x) it shall provide that in the stock registry books event of a payment default under ss.12.1(a) or (b) hereof, the issuers of Parent shall not be required to pay the Pledged Securities principal of, or any interest, fees and all other annotations necessary amounts payable with respect to grant the Subordinated Debt until the Obligations have been paid in full in cash, (xi) it shall provide that in the event of any other Event of Default, the Banks shall be permitted to block payments of principal, interest, fees and all other amounts payable with respect to the Subordinated Debt for a first priority lien on the Pledged Securities; period of 180 days, and (cxii) it shall acknowledge that none of the Principal Guarantor shall have duly authorized, executed and delivered a stock pledge agreement provisions outlined in respect part (b) of all of its shares of Gener and a legal mortgage in respect of all the outstanding shares of Mercury Cayman III, each in a form to this definition can be agreed prior to the Initial Borrowing Date (each, as amended, modified or supplemented from time to time, a "Stock Pledge Agreement"), and shall have delivered to otherwise altered without the Collateral Agent, as Collateral Agent thereunder, all prior written consent of the Pledged Securities referred to therein and owned by such Person, together with satisfactory evidence of all annotations in the stock registry books or register of members, as applicable, of the issuers of the Pledged Securities and all other annotations necessary to grant a first priority lien on the Pledged Securities; provided, however, that to the extent that the Post-Closing Collateral Conditions expressly permit any of the preceding actions to be taken at a time later than that specified in this paragraph, such later time shall applyBanks.