UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the Pledgees: 10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares; 10.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister); 10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister). 10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment; 10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder; 10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations; 10.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent; 10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld); 10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and 10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.
Appears in 3 contracts
Samples: Share Pledge Agreement (RenPac Holdings Inc.), Share Pledge Agreement (RenPac Holdings Inc.), Share Pledge Agreement (RenPac Holdings Inc.)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 to use its best efforts to ensure that a shareholders list (Gesellschafterliste ) is delivered without undue delay (unverziiglich) in accordance with section 40 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschrankter Haftung), but in any event within 5 (five) business days from the date of the completion of the Transfer, for filing (Aufnahme) to the commercial register (Handelsregister ) in which it is registered (eingetragen) as owner of the Existing Shares 1;
10.2 to provide the Pledgee as soon as practicable, but at the latest by 31 January 2015, with a copy of the updated shareholders list (Gesellschafterliste ) as filed (aufgenommen) with the commercial register (Handelsregister ) which correctly reflects the shareholdings of the Pledgor in the Company following the completion of the Transfer;
10.3 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 10.4 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent Pledgee and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister( Handelsregister );
10.3 10.5 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent of the registration of an objection (( Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (GesellschafterlisteGesellschafterliste ) as filed (aufgenommenaiifgenommen) with the commercial register (HandelsregisterHandelsregister ).
10.4 10.6 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agentwntmg, of any attachment (PfändungPfandung) in respect of any of the Shares or any ancillary rights set out in sub-Clause Clause
4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (PfändungsbeschlussPfandungs beschluss), any transfer order (ÜberweisungsbeschlussUberweisungsbeschluss ) and all other documents necessary for a defence against the attachment;
10.5 10.7 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 10.8 to promptly inform the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, forthwith of any shareholders’ ' meeting at which a shareholders’ ' resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Pledgee to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ shareholders1 meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ Pledgee's right to attend a shareholders’ ' meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 10.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 10.10 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);
10.9 10.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees Pledgee and at the Pledgee's reasonable request (or any acting on the reasonable instructions of themthe Secured Parties), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable requestexpenses; and
10.10 upon reasonable request 10.12 for the avoidance of doubt, notification and consent requirements as set out in sub Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Collateral Agent Pledgee makes reference to confirm or re-execute in notarial form on this Agreement and the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such PledgesExisting Share Pledge Agreement.
Appears in 2 contracts
Samples: Share Pledge Agreement (Reynolds Group Holdings LTD), Share Pledge Agreement (Reynolds Group Holdings LTD)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the The Pledgor undertakes undertakes:
11.1 not to each transfer any of the Pledgees:
10.1 Accounts to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of a different account bank unless permitted under the SharesFacilities Agreement;
10.2 11.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing Pledgee of its intention to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) establish a replacement account in respect of any of the Shares or Accounts, including any ancillary rights set out in sub-account, re-designated account or re- numbered account pursuant to Clause 4.1 such notice to be accompanied by any documents 3.1(a)(ii) above. Upon the Pledgees might need to defend themselves against any claim of a third party. In particularPledgee’s request, the Pledgor shall promptly forward give all declarations and render all reasonable assistance which is necessary in order to perfect the Pledgee’s pledge over the so established account;
11.3 save to the Collateral Agent extent expressly permitted under the Facilities Agreement, not to create or permit to subsist any encumbrance over any of the Accounts, or knowingly do or permit to be done, anything which might reasonably be expected to prejudice the existence, validity or ranking of the Pledges;
11.4 to notify the Pledgee within five (5) Business Days of any further Accounts it opens with any bank or financial institution in Germany;
11.5 to inform the Pledgee promptly upon gaining knowledge of any attachments (Pfändungen) of third parties that relate or may relate to the Accounts or any other third-party measures which may impair the Pledges. In the event of any such attachment, the Pledgor shall provide the Pledgee with a copy of the attachment order (Pfändungsbeschluss), any and/or transfer order (Pfändungs- und/oder Überweisungsbeschluss) and all any other documents which the Pledgee reasonably requests that are necessary or expedient for a defence against the such attachment;
10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particularaddition, the Pledgor shall notify inform the Pledgees, by notification third party promptly in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (and render to the Pledgee all assistance reasonably required or any of them) in favour of the Pledgees (or any of them)expedient to protect its Pledges;
11.6 The Pledgor shall, to make such declarations and undertake such actions at its own costs expense, execute and expenses at do all such assurances, acts and things as the Collateral Agent’s reasonable request; andPledgee may reasonably require:
10.10 upon reasonable request (a) for perfecting or protecting the security under this Agreement;
(b) in the case of the Collateral Agent enforcement of security, to confirm facilitate the realisation of all or re-any part of the collateral which is subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Pledges;
(c) to execute in notarial form on all transfers, conveyances, assignments and releases whether to the same terms as contained herein Pledgee or to their respective nominees and give all notices, orders and directions which the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesmay reasonably think expedient.
Appears in 2 contracts
Samples: Account Pledge Agreement, Junior Ranking Account Pledge Agreement
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 9.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 9.2 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of any of the CompanyCompanies, or any changes made to the articles of association of any of the Company Companies which would materially adversely affect the security interest of the Collateral Agent Pledgee and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 9.3 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 9.4 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 9.5 in the event of any increase in the capital of any of the CompanyCompanies, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 9.6 to promptly inform the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of all matters concerning of any of the Company Companies of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Pledgee to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ meetings of any of the Company Companies as attendants without power to vote. Subject to the provision contained in sub-Clause 14.113.1, the Pledgees’ Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 9.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 9.8 not to amend the articles of association of any of the Company Companies to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);
10.9 9.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them)Pledgee and at the Pledgee’s reasonable request, to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable requestexpenses; and
10.10 upon reasonable request 9.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 9.1 through 9.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Collateral Agent Pledgee makes reference to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesthis Agreement and each Existing Share Pledge Agreement.
Appears in 2 contracts
Samples: Share Pledge Agreement (RenPac Holdings Inc.), Share Pledge Agreement (RenPac Holdings Inc.)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between permitted by the partiesPrincipal Finance Documents, during the term of this Agreement, the Pledgor undertakes to each the Pledgee:
9.1 not to take, or participate in, any action which results or might result in the Pledgor’s loss of ownership of all or part of the Pledgees:
10.1 to promptly effect Shares or any contributions other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in cash (BareinlageClause 5) or kind defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee (Sacheinlageacting reasonably);
9.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to be made in respect of the SharesPledgee;
10.2 9.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges and the Existing Share Pledge Agreements;
9.4 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of the Company, or of any changes made to the Company’s articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister)Pledgee;
10.3 9.5 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, Pledgee of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 4.1, such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 9.6 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself itself or SIG Combibloc Group AG to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 9.7 to pledge in favour of the Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;
9.8 to promptly inform the Pledgees, by notification Pledgee in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral AgentPledgee, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7an Enforcement Event, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.113.1, the Pledgees’ Pledgee’s right to attend a the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 9.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless exist except if permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 9.10 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);; and
10.9 9.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them)Pledgee, to the Pledgor shall at the Pledgee’s reasonable request make such declarations and undertake such actions at its own the Pledgor’s costs and expenses at expenses. For the Collateral Agent’s reasonable request; and
10.10 upon reasonable request avoidance of doubt, notification and consent requirements as set out in sub-Clause 9.1 to 9.10 of this Agreement are deemed to be satisfied by the Pledgor if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Collateral Agent Pledgee makes reference to confirm or re-execute in notarial form on this Agreement and the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such PledgesExisting Share Pledge Agreements.
Appears in 2 contracts
Samples: Pledge Agreement (RenPac Holdings Inc.), Pledge Agreement (RenPac Holdings Inc.)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between permitted by the partiesPrincipal Finance Documents, during the term of this Agreement, the Pledgor undertakes to each of the Pledgees:
10.1 9.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the SharesGP Interests;
10.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 9.2 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any change in the partners, the special contribution (Sondereinlage) of the Company or any encumbrance over the GP Interests (or part of them). In the case of any attachment (Pfändung) in respect of any of the Shares GP Interests or any ancillary rights set out in sub-Clause 4.1 4.1, the Pledgor shall promptly notify the Pledgees, by notification in writing to the Collateral Agent, such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 9.3 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.113.1, the Pledgees’ right to attend a the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the ObligationsObligations or following the discontinuance of an Enforcement Event;
10.7 9.4 not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any other party to become a general partner (Komplementär) of the Company and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
9.5 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares GP Interests or the Shares GP Interests ceasing to exist, unless permitted by the Pledgees (acting reasonably)Pledgees, acting through the Collateral Agent;
10.8 9.6 not to amend change the articles of association with a view to stipulating certain requirements for the effective transfer of the GP Interests in addition to the general legal requirements pursuant to German corporate law;
9.7 not to amend, or vote for any amendment of, the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder and, in particular but without limitation, not to amend, or vote of any amendment of, the relevant provisions of the articles of association relating to the distribution of profits and other pecuniary claims attributed to the GP Interests, the capital accounts and private accounts (Kapitalkonten und Privatkonten) without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 9.8 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to the Pledgor shall at the Collateral Agent’s reasonable request make such declarations and undertake such actions at its own the Pledgor’s costs and expenses at the Collateral Agent’s reasonable requestexpenses; and
10.10 9.9 upon reasonable request of the Collateral Agent to the Pledgor shall confirm or re-execute execute, if required in notarial form form, on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.
Appears in 1 contract
Samples: Partnership Interest Pledge Agreement (RenPac Holdings Inc.)
UNDERTAKINGS OF THE PLEDGOR. Unless Except as otherwise agreed between permitted by the partiesterms of this Agreement, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 unless permitted by the Indenture, not to take, or participate in, any action which results or might result in the Pledgor's loss of ownership of all or part of the Shares, or any other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgee except with Pledgee's prior written consent;
10.2 not to take, or participate in, any merger, consolidation, conversion of form, or other business combination or restructuring of similar effect ("Conversion") as a result of which the Company would be converted into, assumed by, or continue to exist as, a corporation (limited liability company (Gesellschaft mit beschrankter Haftung) or stock corporation (Aktiengesellschaft)), unless it is ensured that as from the time when the Conversion will become legally effective, the Collateral Agent will be granted, at equal terms as under this Agreement, a pledge over 65% of the entire capital stock (Stammkapital or Grundkapital) of such corporation;
10.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges except as set out in this Agreement;
10.4 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 10.5 to promptly notify the Pledgees, by notification Pledgee in writing to of any change in the Collateral Agent shareholding in or capital of the registration Company or any encumbrance over the Shares (or part of an objection them). In the case of any attachment (WiderspruchPfandung) in relation to the Shares respect of any of the Shares, the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to shall promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (PfändungsbeschlussPfandungsbeschluss), any transfer order (ÜberweisungsbeschlussUberweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 10.6 to promptly inform the Pledgee in writing of all matters concerning the Company (other than those occurring in the ordinary course of business) of which the Pledgor is aware and which it reasonably believes might adversely affect the security interest of the Pledgee. In particular, the Pledgor shall notify the Pledgee, by notification in writing to the Collateral Agent, forthwith of any shareholders' meeting (other than those occurring in the ordinary course of business) at which a shareholders' resolution is intended to be adopted which could have an adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence of any of the circumstances which permit the Pledgee to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders' meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 12.1, the Pledgee's right to attend the shareholders' meeting shall lapse immediately upon complete satisfaction and discharge of the Secured Obligations;
10.7 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), Pledgee any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 10.8 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 10.9 within one month after the date hereof, to notarise an amendment to the articles of association of the Company to the effect that any transfer of Shares shall no longer require the consent of the shareholders or any other party and to apply for the registration of such amendment with the competent commercial register;
10.10 without undue delay to inform the Pledgee in writing once the amendment to the articles of association of the Company described in Clause 10.9 above has become effective;
10.11 after the articles of association of the Company have been amended as set out in Clause 10.10 above, not to amend change the articles of association of the Company to the effect that any transfer of Shares shall only be possible with the consent of the shareholders;
10.12 not to amend, or vote for any amendment of, the articles of association of the Company to the extent that such amendment would materially or would be likely to adversely affect the security interest of the Pledgees Pledges created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);Pledgee; and
10.9 10.13 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them)Pledgees, to the Pledgor shall at the Collateral Agent's request make such declarations and undertake such actions at its own the Pledgor's costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesexpenses.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between permitted by the partiesPrincipal Finance Documents, during the term of this Agreement, the Pledgor undertakes to each the Pledgee:
9.1 not to take, or participate in, any action which results or might result in the Pledgor’s loss of ownership of all or part of the Pledgees:
10.1 to promptly effect Shares or any contributions other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in cash (BareinlageClause 5) or kind defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee (Sacheinlageacting reasonably);
9.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to be made in respect of the SharesPledgee;
10.2 9.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges and the Existing Share Pledge Agreements;
9.4 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of the Company, or of any changes made to the Company’s articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister)Pledgee;
10.3 9.5 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, Pledgee of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 4.1, such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 9.6 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself itself or SIG Combibloc Group AG to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 9.7 to pledge in favour of the Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;
9.8 to promptly inform the Pledgees, by notification Pledgee in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral AgentPledgee, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7an Enforcement Event, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.113.1, the Pledgees’ Pledgee’s right to attend a the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 9.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless exist except if permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 9.10 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);; and
10.9 9.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees Pledgee, the Pledgor shall at the Pledgee’s reasonable request (or any acting on the reasonable request of them), to the Secured Parties) make such declarations and undertake such actions at its own the Pledgor’s costs and expenses at expenses. For the Collateral Agent’s reasonable request; and
10.10 upon reasonable request avoidance of doubt, notification and consent requirements as set out in sub-Clause 9.1 to 9.10 of this Agreement are deemed to be satisfied by the Pledgor if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Collateral Agent Pledgee makes reference to confirm or re-execute in notarial form on this Agreement and the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such PledgesExisting Share Pledge Agreements.
Appears in 1 contract
Samples: Pledge Agreement (Beverage Packaging Holdings (Luxembourg) v S.A.)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of any of the CompanyCompanies, or any changes made to the articles of association of any of the Company Companies which would materially adversely affect the security interest of the Collateral Agent Pledgee and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of any of the CompanyCompanies, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 to promptly inform the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of all matters concerning of any of the Company Companies of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the PledgesPledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Pledgee to enforce the Pledges Pledge constituted hereunder in accordance with Clause 7, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ meetings of any of the Company Companies as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, omissions the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 to amend the articles of association of each of the Companies by way of deletion the respective clause 9 of each of the articles of association to the effect that any transfer of Shares and any subsequent transfer in case of an enforcement of the Pledge is possible without the consent of the shareholders and to provide for the respective amendment of the articles of association to be filed (eingereicht) with the commercial register without undue delay and in any event within 10 days after the date of this Agreement;
10.9 not to amend the articles of association of any of the Company Companies to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);; and
10.9 10.10 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) Pledge in favour of the Pledgees (or any of them)Pledgee and at the Pledgee’s reasonable request, to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesexpenses.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during 9.1 During the term of this Agreement, the Pledgor undertakes to each the Pledgee unless otherwise expressly permitted in the Credit Agreement:
(a) to notify the Account Bank of the Pledgees:Pledge in the form set out in Schedule 1 attached to this Agreement without undue delay;
10.1 (b) to provide to the Pledgee any evidence of the delivery of the relevant notification of the Pledge;
(c) to act in good faith and not knowingly take any steps nor do anything which could reasonably be expected to adversely affect the existence of the Pledge created hereunder or the value thereof;
(d) not to take, or participate in, or permit to subsist;
(i) any action which results or could reasonably be expected to result in the Pledgor’s loss of ownership of all or part of the Pledged Assets;
(ii) any other transaction which would have the same effect as a sale, transfer or other disposal of the Pledged Assets;
(iii) any action which would for any other reason impair the security interest of the Pledgee; or
(iv) any action which would defeat, impair or circumvent the rights of the Pledgee, except, in each case, with the prior written consent of the Pledgee;
(e) not to encumber, permit to subsist, create, or agree to create any other security interest or third party right in or over the Pledged Assets (other than Permitted Security and other than as contemplated under clause 8 (General Business Conditions) of this Agreement);
(f) render at its own expense all necessary assistance in the event the Pledgee seeks the enforcement of the Pledge in accordance with this Agreement;
(g) to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent promptly Pledgee, by notification in writing, of any change made in the registered share capital of the Company, or any changes made all events which could reasonably be expected to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and Pledgee created by this Agreement;
(h) in each such case the event of a possible seizure or attachment by a third party of any of the Pledged Rights, or Accounts, (i) to promptly deliver to notify at its own expense, the Pledgees, by sending the same to the Collateral Agent, in Pledgee and send it or its capacity as agent for and on behalf of the Pledgees, attorneys a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both relevant attachment or seizure documentation as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) well as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary required under applicable law, signed to the extent required by such Pledgor, for a defence against challenging the attachmentattachment or seizure (if possible), (ii) to notify the third party or the attorneys acting on behalf of such third party in writing of the Pledgee's interest in the Accounts and (iii) to take such measures as may reasonably be required or requested by the Pledgee to protect the Pledgee's interest in the Accounts ;
10.5 in (i) from time to time, at the event Pledgee’s written request, to provide the Pledgee with copies of any increase in and all bank statements showing the capital balance of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing Accounts relating to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the PledgesPledged Assets. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees is authorised to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or hide any other person designated by information appearing on the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable requestbank statements; and
10.10 upon reasonable request (j) not to open any other account in Luxembourg or elsewhere, other than the accounts contemplated by the definition of the Collateral Agent “Accounts” and subject to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesthis Agreement.
Appears in 1 contract
Samples: Luxembourg Account Pledge Agreement (Flagstone Reinsurance Holdings, S.A.)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 9.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 9.2 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent Pledgee and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 9.3 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 9.4 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 9.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 9.6 to promptly inform the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the PledgesPledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Pledgee to enforce the Pledges Pledge constituted hereunder in accordance with Clause 7, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.113.1, the Pledgees’ Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 9.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 9.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);
10.9 9.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) Pledge in favour of the Pledgees (or any of them)Pledgee and at the Pledgee’s reasonable request, to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable requestexpenses; and
10.10 upon reasonable request 9.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 9.1 through 9.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Collateral Agent Pledgee makes reference to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesthis Agreement and each Existing Share Pledge Agreement.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during During the term of this Agreement, the Pledgor undertakes to each of the Pledgees:
10.1 not to take, or participate in, any action which results or might reasonably result in the Pledgor’s loss of ownership of all or part of the Shares, or any other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason materially adversely affect the security interest of the Pledgees or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgees except as permitted by the Secured Parties or unless permitted under the terms of the Secured Documents;
10.2 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges except as set out in this Agreement or permitted under the terms of the Secured Documents;
10.3 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 10.4 to inform promptly notify the Pledgees, by notification in writing to each of the Collateral Agent promptly Agents, of any change made in the registered share shareholding in or capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to each of the Collateral AgentAgents, in its their capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 10.5 to promptly notify the Pledgees, by notification in writing to each of the Collateral Agent Agents, of any encumbrance over the Shares (or part of them) or of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify . In the Pledgees, by notification in writing to the Collateral Agent, case of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out Shares, the Pledgor shall promptly notify the Pledgees, by notification in sub-Clause 4.1 writing to each of the Collateral Agents, such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to each of the Collateral Agent Agents a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 10.6 in the event of any increase in the capital of the CompanyCompany and unless not prohibited under the terms of the Secured Documents, not to allow, without the prior written consent of the PledgeesSecured Parties, acting through any of the Collateral Agent (such consent not to be unreasonably withheld)Pledgees, any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by or not prohibited under the Pledgees (acting reasonably), acting through terms of the Collateral AgentSecured Documents;
10.8 not to amend change the articles of association of the Company to the effect that any transfer of Shares shall only be possible with the consent of the shareholders;
10.9 not to amend, or vote for any amendment of, the articles of association of the Company to the extent that such amendment would or would be likely to materially and adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the PledgeesSecured Parties, acting through any of the Collateral Agent (such consent not to be unreasonably withheld);Agents; and
10.9 10.10 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at any of the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.
Appears in 1 contract
Samples: Share Pledge Agreement (Axalta Coating Systems Ltd.)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between The Pledgors, each only in relation to itself and not regarding the partiesother one, during the term of this Agreement, the Pledgor undertakes to each of the Pledgees:
10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made undertake to the articles of association of Administrative Agent (unless otherwise not prohibited by the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (WiderspruchCredit Agreement) in relation to the Shares of Partnership Interests pledged by it:
a) to inform the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to Administrative Agent promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment attachments (Pfändung) in respect of any of the Shares Partnership Interests or the Pledgor 1 Ancillary Rights or the Pledgor 2 Ancillary Rights or the Pledgor 3 Ancillary Rights (as applicable) or any ancillary rights set out in sub-Clause 4.1 such notice part thereof that would reasonably be expected to be accompanied by any documents the Pledgees might need to defend themselves against any claim of have a third partyMaterial Adverse Effect. In particularthe event of any such attachment, the relevant Pledgor shall promptly undertakes to forward to the Collateral Administrative Agent without undue delay a copy of the relevant attachment order (Pfändungsbeschluss), any transfer the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defence defense against the attachment. The relevant Pledgor shall inform the attaching creditor without undue delay of the Administrative Agent's security interests hereunder;
10.5 in b) without the event of any increase in the capital Administrative Agent's prior written consent,
i) not to sell or encumber or otherwise dispose of the CompanyPartnership Interests or the Pledgor 1 Ancillary Rights, the Pledgor 2 Ancillary Rights and the Pledgor 3 Ancillary Rights, respectively, pledged by it;
ii) not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), allow any party other than himself itself to subscribe for any Future Sharesnewly issued share/partnership interest in the Pledged Company;
c) to notify the Administrative Agent without undue delay of any change in the relevant Pledgor's shareholding in, and not to defeator the capital contributions to, impair the Pledged Company or circumvent of any change in any way the rights articles of association or the registration of the Pledgees created Pledged Company in the commercial register, which, in each case, would materially and adversely affect (i) the ability to transfer, pledge or otherwise dispose of the Partnership Interests or the Pledgor 1 Ancillary Rights, the Pledgor 2 Ancillary Rights and the Pledgor 3 Ancillary Rights, respectively, pledged hereunder or (ii) the validity or enforceability of the Pledges granted hereunder;
10.6 d) to effect promptly inform the Pledgees, by notification in writing any payments to be made to the Collateral Agent, of all matters concerning the Pledged Company of which the Pledgor is aware which would materially adversely affect the security interest in respect of the Pledgees. In particularPartnership Interests, the Pledgor shall notify 1 Ancillary Rights, the Pledgees, Pledgor 2 Ancillary Rights and/or the Pledgor 3 Ancillary Rights;
e) that all Future Partnership Interests pledged by notification in writing it will be fully paid up and that there will be no obligation for a shareholder to make additional contributions;
f) to ensure that at all times the Collateral Agent, forthwith of any shareholders’ meeting at which Administrative Agent holds a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any valid and first ranking pledge over 100% of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Partnership Interests (subject to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;Permitted Liens); and
10.7 g) to refrain from any acts act or omissions, omission which would materially and adversely affect or jeopardize directly the purpose or effect of which is or would be the dilution enforceability of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.
Appears in 1 contract
Samples: Credit Agreement (Coherent Inc)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during During the term of this AgreementContract, the Pledgor undertakes to each the Pledgee for the benefit of the PledgeesPledgee that:
10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of the Company, not to allow, without 7.1.1 Without the prior written consent of the PledgeesPledgee, acting through the Collateral Agent Pledgor may not transfer the Equities, nor establish or permit the existence of any pledge that may affect the rights and interests of the Pledgee, nor cause the board of shareholders of Newrand to adopt any resolution on the sale/transfer/pledge or otherwise disposal of the lawful beneficial interest of any equity of such company or on permission of any other security interest thereon, save and except the transfer pursuant to the Right of First Refusal and Cooperation Agreement signed by and among the Pledgor, the Pledgee and Newrand on November 23, 2016 of Equities to the Pledgee or institution or person designated thereby or the transfer between the Pledgors, provided that such transfer does not affect the effect of the pledge (such consent not the transferor shall give a prior notice to be unreasonably withheldthe Pledgee);
7.1.2 He/she shall abide by and implement all provisions of laws and regulations concerning pledge of rights and, any party other than himself within five days after receiving the notice, instruction or suggestion given or made by related competent authority with respect to subscribe for any Future Sharesthe Right of Pledge, produce the aforesaid notice, instruction or suggestion to the Pledgee, and not to defeatshall also abide by the aforesaid notice, impair instruction or circumvent in suggestion, or raise any way objection or make any representations as reasonably required by the rights Pledgee or upon the consent of the Pledgees created hereunder;Pledgee.
10.6 to promptly inform 7.1.3 He/she will notify the Pledgees, by notification Pledgee in writing a timely manner of any event or notice that may cause influence on the right of the Pledgor to the Collateral Agentor any part thereof, of all matters concerning the Company of which and on change by the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allowwarranty and obligation set herein, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts event or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of the Company to the extent notice that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesmay bring about influences.
Appears in 1 contract
Samples: Equity Pledge Contract (China Finance Online Co. LTD)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 8.1 to promptly effect any contributions in cash (BareinlageBareinlage ) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 8.2 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent Pledgee and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, Pledgee a copy of the updated shareholders list (GesellschafterlisteGesellschafterliste ) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (HandelsregisterHandelsregister );
10.3 8.3 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent of the registration of an objection (( Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (GesellschafterlisteGesellschafterliste ) as filed (aufgenommen) with the commercial register (HandelsregisterHandelsregister ).
10.4 8.4 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of any attachment (PfändungPfandung) in respect of any of the Shares or any ancillary rights set out in sub-Clause Clause
4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (PfändungsbeschlussPfandungsbeschluss), any transfer order (ÜberweisungsbeschlussUberweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 8.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 8.6 to promptly inform the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, forthwith of any shareholders’ ' meeting at which a shareholders’ ' resolution is intended to be adopted which would have a materially adverse effect upon any of the PledgesPledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Pledgee to enforce the Pledges Pledge constituted hereunder in accordance with Clause 7, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ ' meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.112.1, the Pledgees’ Pledgee's right to attend a shareholders’ ' meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 8.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 8.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably umeasonably withheld);; and
10.9 8.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) Pledge in favour of the Pledgees Pledgee and at the Pledgee's reasonable request (or any acting on the reasonable instructions of themthe Secured Parties), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesexpenses.
Appears in 1 contract
Samples: Share Pledge Agreement (Reynolds Group Holdings LTD)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the Pledgees:
10.1 9.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 9.2 to inform the Collateral Agent promptly of any change made in the registered share capital of any of the CompanyCompanies, or any changes made to the articles of association of any of the Company Companies which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 9.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 9.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 9.5 in the event of any increase in the capital of any of the CompanyCompanies, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 9.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning of any of the Company Companies of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of any of the Company Companies as attendants without power to vote. Subject to the provision contained in sub-Clause 14.113.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 9.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 9.8 not to amend the articles of association of any of the Company Companies to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 9.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 9.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the The Pledgor undertakes undertakes:
11.1 not to each transfer any of the Pledgees:
10.1 Accounts to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of a different account bank unless permitted under the SharesFacilities Agreement;
10.2 11.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing Pledgee of its intention to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) establish a replacement account in respect of any of the Shares Accounts, including any sub-account, re-designated account or re- numbered account pursuant to Clause 3.1(a)(ii) above. the Pledgor shall give all declarations and render all reasonable assistance which is necessary in order to perfect the Pledg
11.3 save to the extent expressly permitted under the Facilities Agreement, not to create or permit to subsist any encumbrance over any of the Accounts, or knowingly do or permit to be done, anything which might reasonably be expected to prejudice the existence, validity or ranking of the Pledges;
11.4 to notify the Pledgee within five (5) Business Days of any further Accounts it opens with any bank or financial institution in Germany;
11.5 to inform the Pledgee promptly upon gaining knowledge of any attachments (Pfändungen) of third parties that relate or may relate to the Accounts or any ancillary rights set out in subother third-Clause 4.1 such notice to be accompanied by any documents party measures which may impair the Pledgees might need to defend themselves against any claim of a third partyPledges. In particularthe event of any such attachment, the Pledgor shall promptly forward to provide the Collateral Agent Pledgee with a copy of the attachment order (Pfändungsbeschluss), any and/or transfer order (Pfändungs- und/oder Überweisungsbeschluss) and all any other documents which the Pledgee reasonably requests that are necessary or expedient for a defence against the such attachment;
10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particularaddition, the Pledgor shall notify inform the Pledgees, by notification third party promptly in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (and render to the Pledgee all assistance reasonably required or any of them) in favour of the Pledgees (or any of them)expedient to protect its Pledges;
11.6 The Pledgor shall, to make such declarations and undertake such actions at its own costs expense, execute and expenses at do all such assurances, acts and things as the Collateral Agent’s reasonable request; andPledgee may reasonably require:
10.10 upon reasonable request (a) for perfecting or protecting the security under this Agreement;
(b) in the case of the Collateral Agent enforcement of security, to confirm facilitate the realisation of all or re-any part of the collateral which is subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Pledges;
(c) to execute in notarial form on all transfers, conveyances, assignments and releases whether to the same terms as contained herein Pledgee or to their respective nominees and give all notices, orders and directions which the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesmay reasonably think expedient.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the Pledgees:
10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent promptly of any change made in the registered share capital of any of the CompanyCompanies, or any changes made to the articles of association of any of the Company Companies which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of any of the CompanyCompanies, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning of any of the Company Companies of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of any of the Company Companies as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of any of the Company Companies to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during During the term of this Agreement, the Pledgor undertakes to each the Pledgee:
8.1 not to take, or participate in, any action which results or might result in the Plegor's loss of ownership of all or part of the Pledgees:Shares, and any other transaction which would have the same result as a sale, transfer, encumbrance or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in Clause 3 hereof) or defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee;
10.1 8.2 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares except as set out in this Agreement;
8.3 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) payments to be made in respect of the Shares;
10.2 8.4 to inform promptly notify the Collateral Agent promptly Pledgee of any change made in the registered share shareholding in or capital of the Company, Company or any changes made encumbrance over the Shares (or part of them);
8.5 to promptly inform the articles Pledgee of association of all matters concerning the Company of which would materially the Pledgor is aware which might adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third partyPledgee. In particular, the Pledgor shall promptly forward notify the Pledgee forthwith of any shareholders' meeting at which a shareholders' resolution is intended to be adopted which could have an adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence of any of the circumstances which permit the Pledgee to enforce the Pledges constituted hereunder in accordance with Clause 7 hereof, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders' meetings of the Company as attendants without power to vote. Subject to the Collateral Agent a copy provision contained in Clause 11.1 hereof, the Pledgee's right to attend the shareholders' meeting shall lapse immediately upon complete satisfaction and discharge and discharge of the attachment order (Pfändungsbeschluss)Secured Obligations. In any event, as long as the Pledges remain in effect, the Pledgee shall receive, by the Pledgor a protocol of any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachmentordinary or extraordinary shareholders' meeting;
10.5 8.6 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld)Pledgee, any other party other than himself to subscribe for any Future SharesShares if such subscription were to result in a decrease of the Pledgor's shareholding below the proportion currently held by the Pledgor, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 8.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or Shares, the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agentexist or being encumbered;
10.8 8.8 to change the Articles of Association of the Company to the effect that any transfer of Shares shall only be possible with the consent of the shareholders;
8.9 not to amend the articles of association of the Company to the extent that such amendment would materially or would be likely to adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);Pledgee
10.9 8.10 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them)Pledgee, to the Pledgor shall at the Pledgee's request make such declarations and undertake such actions at its own the Pledgor's costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesexpenses.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between
6.1 During the parties, during the term existence of this Agreement, the Pledgor undertakes to each Party A that the Pledgor shall:
6.1.1 without the prior written consent of Party A, not transfer the Equity Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Pledgees:Equity Interest to Party A or its designated person at the request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of Attorney;
10.1 to promptly effect 6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any contributions in cash (Bareinlage) notice, instruction or kind (Sacheinlage) to be made recommendation issued or formulated by the relevant authorities in respect of the SharesPledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A;
10.2 to inform the Collateral Agent 6.1.3 promptly notify Party A of any change made in event or notice received which may affect the registered share capital Equity Interest of the CompanyPledgor or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgor’s obligations herein or affect the performance of the obligations herein by the Pledgor, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgor agrees that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgor or their successors or assignees or any changes made other person.
6.3 The Pledgor warrants to Party A that, in order to protect or improve the collateral under this Agreement for the obligations of the Pledgor and/or Zhiyan Yunwei under the Agreements, the Pledgor shall make all necessary amendments (if applicable) to the articles of association of Xxxxxx Xxxxxx, faithfully execute and procure other parties who have an interest in the Company which would materially adversely affect Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the security interest Pledge to take all actions required by Party A, and facilitate the exercise of the Collateral Agent and in each such case to promptly deliver to the PledgeesPledge by Party A, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) sign all modification documents in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) equity certificates with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, Party A and any third party designated by notification in writing to the Collateral Agent, of any attachment (Pfändung) Party A and provide Party A with all documents in respect of any the Pledge which Party A deems necessary within a reasonable period.
6.4 The Pledgor warrants to Party A that, for the benefits of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particularParty A, the Pledgor shall promptly forward to the Collateral Agent a copy comply with and perform all of the attachment order (Pfändungsbeschluss)warranties, any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of the Companyundertakings, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; covenants and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between On the parties, date hereof and during the term of this Agreement, the Pledgor expressly and irrevocably undertakes to:
(a) Abstain from selling, assigning (in consideration of a payment or not) or otherwise transferring (including by way or contribution, exchange or merger) or consenting to each any right, security interest or privilege of any nature whatsoever over the Pledged Shares or on the proceeds relating thereto and from pledging the Pledged Shares to any third party without the written prior consent of the Pledgees:Agent;
10.1 to promptly effect (b) Hold at any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect time at least 80 % of the share capital and voting rights of the Company (to the exception of the shares owned by directors of the Company and notwithstanding the legal provisions related to the minimum number of directors) and to this end make any acquisition, subscribe or subscribe on its behalf to any share capital increase and to any new share issued by the Company;
(c) Pledge in favor of the Lenders any shares held by the Pledgor which would not fall automatically (pursuant to this Agreement or pursuant to any law or regulation) within the scope of this Pledge;
(d) Pledge any share or transferable security which would replace or supplement the Pledged Shares;
10.2 to inform the Collateral Agent promptly of any change made (e) Maintain in the registered share capital favor of the Company, or Lenders a first priority over the Pledged Shares during the term of this Agreement;
(f) Refrain from any changes made to act which would reduce the articles value of association the Pledged Shares during the term of this Agreement;
(g) Comply with all applicable obligations and exercise all rights that it holds as shareholder of the Company which would materially adversely affect so as to preserve the security interest rights of the Collateral Agent and in each such case to promptly deliver to Lenders and/or widen the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf scope of the PledgeesPledge;
(h) Obtain any authorization, a copy sign and provide all necessary documents for the protection of the updated shareholders list (Gesellschafterliste) validity and a copy enforceability of the amended articles of association Pledge (Satzung) both as filed (aufgenommen) including any formalities with the commercial register (Handelsregister);
10.3 to promptly notify R.C.C.M for the Pledgees, by notification in writing to the Collateral Agent renewal of the registration of an objection the pledge);
(Widerspruchi) in relation Inform the Lenders of any fact they would have knowledge of which could have negative consequences on the activities of the Company or the Pledged Shares;
(j) Inform the Lenders of any third party's action and claim relating to the Pledged Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees orperform diligently, as the case may be, their proxy or any other person designated all appropriate measures as a defense;
(k) Procure that all information provided by the PledgeesPledgor to the Lenders or to any third parties pursuant to this Agreement are or will be to the best of its knowledge complete and accurate in all respects on the date on which it is provided;
(l) Upon occurrence of an event of default in accordance with article 10 (Event of Default) of the Loan Agreement, exercise in accordance with the instructions of the Agent the voting rights relating to the Pledged Shares and the rights to participate in all such shareholders’ meetings the management of the Company as attendants without power to vote. Subject company;
(m) Provide if necessary all assistance to the provision contained in sub-Clause 14.1, Agent and/or the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge Lenders for the enforcement of the Obligations;
10.7 to refrain from pledge, by providing, inter alia, any acts or omissions, the purpose or effect of document which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation sale or the judicial attribution of the Pledges (or any Pledged Shares and to the exercise by the Lenders of them) in favour of all their rights under this Agreement and/or the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgeslaw.
Appears in 1 contract
Samples: Registered Share Pledge Agreement (Randgold Resources LTD)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during During the term of this AgreementContract, the Pledgor undertakes to each the Pledgee for the benefit of the PledgeesPledgee that:
10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of the Company, not to allow, without 7.1.1 Without the prior written consent of the PledgeesPledgee, acting through the Collateral Agent Pledgor may not transfer the Equities, nor establish or permit the existence of any pledge that may affect the rights and interests of the Pledgee, nor cause the board of shareholders of Ganlanren to adopt any resolution on the sale/transfer/pledge or otherwise disposal of the lawful beneficial interest of any equity of such company or on permission of any other security interest thereon, save and except the transfer pursuant to the Right of First Refusal and Cooperation Agreement signed by and among the Pledgor, the Pledgee and Ganlanren on June 21, 2017 of Equities to the Pledgee or institution or person designated thereby or the transfer between the Pledgors, provided that such transfer does not affect the effect of the pledge (such consent not the transferor shall give a prior notice to be unreasonably withheldthe Pledgee);
7.1.2 He/she shall abide by and implement all provisions of laws and regulations concerning pledge of rights and, any party other than himself within five days after receiving the notice, instruction or suggestion given or made by related competent authority with respect to subscribe for any Future Sharesthe Right of Pledge, produce the aforesaid notice, instruction or suggestion to the Pledgee, and not to defeatshall also abide by the aforesaid notice, impair instruction or circumvent in suggestion, or raise any way objection or make any representations as reasonably required by the rights Pledgee or upon the consent of the Pledgees created hereunder;Pledgee.
10.6 to promptly inform 7.1.3 He/she will notify the Pledgees, by notification Pledgee in writing a timely manner of any event or notice that may cause influence on the right of the Pledgor to the Collateral Agentor any part thereof, of all matters concerning the Company of which and on change by the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allowwarranty and obligation set herein, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts event or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of the Company to the extent notice that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesmay bring about influences.
Appears in 1 contract
Samples: Equity Pledge Contract (China Finance Online Co. LTD)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 to procure that within 5 (five) business days from the date of this Agreement a shareholders list (Gesellschafterliste) is delivered for filing (Aufnahme) to the commercial register (Handelsregister) in which it is registered (eingetragen) as owner of the Existing Shares;
10.2 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 10.3 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent Pledgee and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 10.4 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed delivered for filing (aufgenommenAufnahme) with to the commercial register (Handelsregister).
10.4 10.5 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 10.6 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 10.7 to promptly inform the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the PledgesPledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Pledgee to enforce the Pledges Pledge constituted hereunder in accordance with Clause 7, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 10.8 to refrain from any acts or omissions, omissions the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 10.9 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);; and
10.9 10.10 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) Pledge in favour of the Pledgees (or any of them)Pledgee and at the Pledgee’s reasonable request, to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesexpenses.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between permitted by the partiesPrincipal Finance Documents, during the term of this Agreement, the Pledgor undertakes to each the Collateral Agent:
9.1 not to take, or participate in, any action which results or might result in the Pledgor’s loss of ownership of all or part of the Pledgees:
10.1 to promptly effect Shares or any contributions other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in cash (BareinlageClause 5) or kind defeat, impair or circumvent the rights of the Pledgee except as permitted by the Collateral Agent (Sacheinlageacting reasonably);
9.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to be made in respect of the SharesPledgee;
10.2 9.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges;
9.4 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or of any changes made to the Company’s articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 9.5 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 4.1, such notice to be accompanied by any documents the Pledgees Collateral Agent might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 9.6 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself itself or SIG Austria Holding GmbH to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 9.7 to pledge in favour of the Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;
9.8 to promptly inform the Pledgees, by notification Collateral Agent in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesCollateral Agent. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7an Enforcement Event, the Pledgees Collateral Agent or, as the case may be, their its proxy or any other person designated by the PledgeesCollateral Agent, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.113.1, the Pledgees’ Collateral Agent’s right to attend a the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 9.9 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless exist except if permitted by the Pledgees Collateral Agent (acting reasonably), acting through the Collateral Agent;
10.8 9.10 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees Collateral Agent created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);; and
10.9 9.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them)Collateral Agent, to the Pledgor shall at the Collateral Agent’s reasonable request make such declarations and undertake such actions at its own the Pledgor’s costs and expenses at the Collateral Agent’s reasonable request; and
10.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesexpenses.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of any of the CompanyCompanies, or any changes made to the articles of association of any of the Company Companies which would materially adversely affect the security interest of the Collateral Agent Pledgee and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause Clause
4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of any of the CompanyCompanies, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 to promptly inform the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of all matters concerning of any of the Company Companies of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, forthwith of any shareholders’ ' meeting at which a shareholders’ ' resolution is intended to be adopted which would have a materially adverse effect upon any of the PledgesPledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Pledgee to enforce the Pledges Pledge constituted hereunder in accordance with Clause 7, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ ' meetings of any of the Company Companies as attendants without power to vote. Subject to the provision contained in sub-sub- Clause 14.1, the Pledgees’ Pledgee's right to attend a shareholders’ ' meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of any of the Company Companies to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) Pledge in favour of the Pledgees Pledgee and at the Pledgee's reasonable request (or any acting on the reasonable instructions of themthe Secured Parties), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable requestexpenses; and
10.10 upon reasonable request for the avoidance of doubt, notification and consent requirements as set out in sub- Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Collateral Agent Pledgee makes reference to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesthis Agreement and each Existing Share Pledge Agreement.
Appears in 1 contract
Samples: Share Pledge Agreement (Reynolds Group Holdings LTD)
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the Pledgees:
10.1 9.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 9.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 9.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 9.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 9.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 9.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.113.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 9.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 9.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 9.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable request; and
10.10 9.10 upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during 9.1. During the term of this Agreement, the Pledgor undertakes to each of the Pledgees:
10.1 9.1.1 to promptly effect take all actions or make all declarations the Agent may reasonably require for perfecting, protecting or enforcing the Pledges intended to be created by this Agreement at its own cost and expense;
9.1.2 except for pledges over the Shares for the benefit of X.X. Xxxxx Special Opportunities Fund, L.P. and certain other pledgees as listed on Exhibit 9.1.2 that rank behind the pledges created hereby (the “Second Ranking Pledges”): not to create or permit to subsist any contributions in cash encumbrance over all or any of the Shares or any interest therein or otherwise sell, transfer or dispose of the whole or any part of such Shares or any interest therein (Bareinlageincluding, for the avoidance of doubt, any transfer by means of universal or partial succession (Gesamtrechtsnachfolge, partielle Gesamtrechtsnachfolge)) or kind (Sacheinlage) knowingly do or permit to be done, anything out of the ordinary course of business which might reasonably be expected to depreciate, jeopardise or otherwise directly or indirectly prejudice the value of such Shares or any interest therein without the prior written consent of the Agent, acting for and on behalf of the Pledgees;
9.1.3 to obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations applicable to enable the Pledgor lawfully to enter into and perform its obligations under this Agreement and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement;
9.1.4 to effect promptly any payments to be made in respect of the Shares;
10.2 9.1.5 to inform notify the Collateral Agent promptly of any change made in the registered share capital of the Company, event or any changes made circumstance which might reasonably be expected to the articles of association of the Company which would materially adversely affect have a material adverse effect on the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister)granted hereunder;
10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 9.1.6 in the event of any increase in of the capital of German Holdings or in the Companyevent of or in connection with any redemption (Einziehung) or any other similar event (including without limitation any subsequent new issuance of shares (Neubildung, Revalorisierung)) relating to any Shares, not to allowpermit, without the prior written consent of the Pledgees, Pledgees acting through the Collateral Agent (such which consent shall not to unreasonably be unreasonably withheldwithheld or delayed), any other party (other than himself in the proportion of its current shareholding) to subscribe for to any Future Sharesshares resulting from any of the aforesaid in respect of German Holdings, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 9.1.7 to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares (other than dividend distributions in the ordinary course of business) or the such Shares ceasing to exist, unless permitted by the Pledgees (acting reasonably), acting through the Collateral Agent;
10.8 9.1.8 to notify the Agent without undue delay of any change in the shareholding in, or the capital contributions to, German Holdings or of any change in the articles of association or the registration of German Holdings in the commercial register and to supply the Agent with a copy of the extract from the commercial register without undue delay after registration of such change has been effected;
9.1.9 at the Agent’s request and upon notice being given to the Pledgor, to furnish to the Agent such information concerning the relevant Shares as is available to the Pledgor, to permit the Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the relevant Shares at all reasonable times during normal business hours, and, upon the request of the Agent, to deliver to the Agent copies of all such records and papers;
9.1.10 to notify the Agent without undue delay of any attachment (Pfändung) and/or any third parties bringing claims with respect to the relevant Shares and rights set out in Clause 5.1 which could jeopardise the Pledges or impair their value; and
9.1.11 not to amend the articles of association of German Holdings in a manner which forbids the Company split of the shares in German Holdings.
9.2. A consent required from the Agent under this Clause 9 may in any event be withheld if the Pledgor cannot provide evidence to the extent satisfaction of the Agent that the contemplated action for which such amendment consent is required would materially adversely affect maintain the full legal and economic quality and effectiveness of the security interest of granted to the Pledgees created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) under this Agreement; in favour of particular the Pledgees may at all times request to hold a pledge over the Shares (or any and in the case of them), to make such declarations and undertake such actions at its own costs and expenses at a merger an equivalent security interest over the Collateral Agent’s reasonable request; and
10.10 upon reasonable request shares and/or interests in the surviving entity) of German Holdings in accordance with the Collateral Agent to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesthis Agreement.
Appears in 1 contract
Samples: Share Pledge Agreement
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between permitted by the partiesPrincipal Finance Documents, during the term of this Agreement, the Pledgor undertakes to each the Pledgee:
9.1 not to take, or participate in, any action which results or might result in the Pledgor’s loss of ownership of all or part of the Pledgees:
10.1 to promptly effect Shares or any contributions other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in cash (BareinlageClause 5) or kind defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee (Sacheinlageacting reasonably);
9.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to be made in respect of the SharesPledgee;
10.2 9.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges and the Existing Share Pledge Agreements;
9.4 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of the Company, or of any changes made to the Company’s articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister)Pledgee;
10.3 9.5 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, Pledgee of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 4.1, such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 9.6 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself itself or SIG Combibloc Group AG to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 9.7 to pledge in favour of the Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;
9.8 to promptly inform the Pledgees, by notification Pledgee in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral AgentPledgee, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7an Enforcement Event, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-sub- Clause 14.113.1, the Pledgees’ Pledgee’s right to attend a the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 9.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless exist except if permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 9.10 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);; and
10.9 9.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees Pledgee, the Pledgor shall at the Pledgee’s reasonable request (or any acting on the reasonable request of them), to the Secured Parties) make such declarations and undertake such actions at its own the Pledgor’s costs and expenses at expenses. For the Collateral Agent’s reasonable request; and
10.10 upon reasonable request avoidance of doubt, notification and consent requirements as set out in sub-Clause 9.1 to 9.10 of this Agreement are deemed to be satisfied by the Pledgor if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Collateral Agent Pledgee makes reference to confirm or re-execute in notarial form on this Agreement and the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such PledgesExisting Share Pledge Agreements.
Appears in 1 contract
UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of any of the CompanyCompanies, or any changes made to the articles of association of any of the Company Companies which would materially adversely affect the security interest of the Collateral Agent Pledgee and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of any of the CompanyCompanies, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 to promptly inform the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of all matters concerning of any of the Company Companies of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the PledgesPledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Pledgee to enforce the Pledges Pledge constituted hereunder in accordance with Clause 7, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ meetings of any of the Company Companies as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of any of the Company Companies to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) Pledge in favour of the Pledgees (or any of them)Pledgee and at the Pledgee’s reasonable request, to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable requestexpenses; and
10.10 upon reasonable request for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Collateral Agent Pledgee makes reference to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesthis Agreement and each Existing Share Pledge Agreement.
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UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the PledgeesPledgee:
10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;
10.2 to inform the Collateral Agent Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent Pledgee and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);
10.3 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).
10.4 to promptly notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees Pledgee might need to defend themselves itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees Pledgee created hereunder;
10.6 to promptly inform the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the PledgeesPledgee. In particular, the Pledgor shall notify the PledgeesPledgee, by notification in writing to the Collateral Agentwriting, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the PledgesPledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgees Pledgee to enforce the Pledges Pledge constituted hereunder in accordance with Clause 7, the Pledgees Pledgee or, as the case may be, their its proxy or any other person designated by the PledgeesPledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgees’ Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
10.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgees Pledgee (acting reasonably), acting through the Collateral Agent;
10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees Pledgee created hereunder without the prior written consent of the Pledgees, acting through the Collateral Agent Pledgee (such consent not to be unreasonably withheld);
10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) Pledge in favour of the Pledgees (or any of them)Pledgee and at the Pledgee’s reasonable request, to make such declarations and undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable requestexpenses; and
10.10 upon reasonable request for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Collateral Agent Pledgee makes reference to confirm or re-execute in notarial form on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledgesthis Agreement and each Existing Share Pledge Agreement.
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