Eligible Pledged Shares means the Pledged Shares (a) held in a Collateral Account subject to a valid and perfected First Priority Lien in favor of an Applicable Lender, created under the Collateral Documents, (b) which are in book-entry format, (c) which are listed for trading on a Designated Exchange, (d) which are not subject to Transfer Restrictions (other than the Permissible Transfer Restrictions) and (e) the aggregate number of which does not exceed the Maximum Share Number for such Shares at any time.
Eligible Pledged Shares means the Pledged Shares (a) held in a Collateral Account subject to a valid and perfected First Priority Lien in favor of an Applicable Lender, created under the Collateral Documents, (b) which are registered in the name of DTC or its nominee, maintained in the form of book-entry on the books of DTC, allowed to be settled through DTC’s regular book-entry settlement services and identified by an unrestricted CUSIP, (c) which are listed for trading on a Designated Exchange and (d) which are not subject to Transfer Restrictions (whether in the hands of the Borrower or any Lender or Agent exercising its rights with respect thereto under the Loan Documents), other than the Permissible Transfer Restrictions and Transfer Restrictions of the type described in clause (j) of the definition of Potential Adjustment Event. For the avoidance of any doubt, no Initial Pledged Shares that are pledged or deposited in a Collateral Account after the Closing Date shall constitute Eligible Pledged Shares and any Pledged Share terminated or released from any Collateral Account shall cease to constitute an Eligible Pledged Share immediately after such termination or release (except to the extent such termination or release was in accordance with Section 2.14).
Eligible Pledged Shares means the Pledged Shares to the extent such Pledged Shares (a) are Eligible Collateral, (b) are (i) registered in the name of The Depository Trust Company’s nominee, (ii) maintained in the form of book entries on the books of The Depository Trust Company and (iii) allowed to be settled through The Depository Trust Company’s regular book-entry settlement services, (c) are not subject to any Transfer Restrictions (other than the Existing Transfer Restrictions), (d) have been duly authorized and validly issued and are fully paid and non-assessable, and (e) are not subject to any shareholders agreement, investor rights agreements, lock up agreement, or any other similar agreements or any voting or other contractual restrictions except for (x) the Purchase Agreement, (y) the Stockholders Agreement and (z) the Amended and Restated Limited Partnership Agreement of Borrower, in each case of (y) or (z), substantially in the form reviewed by the Administrative Agent and, in each case of (x), (y) or (z), without giving effect to any amendment thereto or waiver thereunder following the date thereof.
Examples of Eligible Pledged Shares in a sentence
The Eligible Pledged Shares are not subject to Transfer Restrictions, other than Permissible Transfer Restrictions and Transfer Restrictions of the type described in clause (j) of the definition of Potential Adjustment Event.
The Borrower understands that upon the occurrence of an Event of Default and the exercise of remedies pursuant to the Security Agreement, (a) a commercially reasonable bulk sale of the Eligible Pledged Shares may occur which may result in a substantially discounted realization value with respect to the Eligible Pledged Shares compared to the then current market price and (b) a commercially reasonable private sale of the Eligible Pledged Shares may occur which may result in less proceeds than a public sale.
The Eligible Pledged Shares are not subject to any shareholders agreement that includes any Transfer Restrictions, other than Permissible Transfer Restrictions and Transfer Restrictions of the type described in clause (j) of the definition of Potential Adjustment Event.
No later than 4:00 p.m., New York City time, on the earlier to occur of the (i) third Business Day after delivery of such notice and (ii) the date of such distribution, the Borrower shall cause Eligible Cash Collateral or Eligible Pledged Shares to be delivered to the Secured Parties in accordance with Section 3 of the Security Agreement, in an amount equal to the LTV Event Amount.
The Borrower may transfer Eligible Pledged Shares and/or Eligible Cash Collateral into the Collateral Account on any Business Day and the Calculation Agent shall adjust the LTV Ratio accordingly which shall become effective one (1) Business Day after the posting of such additional Eligible Cash Collateral or Eligible Pledged Shares; provided that the Calculation Agent shall only be required to make such adjustment with respect to a transfer by the Borrower having a Collateral Value of at least $1,000,000.
More Definitions of Eligible Pledged Shares
Eligible Pledged Shares means the Pledged Shares (i) held in the Collateral Accounts subject to a valid and perfected First Priority Lien, created under the Collateral Documents, in favor of the Secured Parties, (ii) which are in book-entry format and are listed for trading on a Designated Exchange and (iii) are not subject to Transfer Restrictions (other than the Permissible Transfer Restrictions); provided that the aggregate number of Common Shares that are pledged as Collateral hereunder shall not exceed the Maximum Share Number at any one time.
Eligible Pledged Shares means the Pledged Shares (a) held in a Collateral Account subject to a valid and perfected first priority Lien in favor of an Applicable Lender, created under the Collateral Documents, (b) which are in book-entry format, (c) which are listed for trading on a Designated Exchange,
Eligible Pledged Shares means the Pledged Shares (a) held in a Collateral Account subject to a valid and perfected first priority Lien in favor of an Applicable Lender, created under the Collateral Documents, (b) which are in book-entry format, (c) which are listed for trading on a Designated Exchange,(d) which are not subject to Transfer Restrictions (other than the Permissible Transfer Restrictions) and (e) the aggregate number of which does not exceed the Maximum Share Number for such Shares at any time.
Eligible Pledged Shares means the Pledged Shares (a) over which the Secured Parties have a valid and perfected First Priority Lien, created under the Collateral Documents, (b) which are (i) in the case of the CTY Shares, in book-entry format, (ii) in the case of the FCR Shares, in book-entry format or (iii) in the case of the Regency Shares, registered in the name of DTC or its nominee, maintained in the form of book entries on the books of DTC with an unrestricted CUSIP number, and allowed to be settled through DTC’s regular book-entry settlement services, free of restrictive legends, stop transfer limitations and/or notations thereon, and (c) which are not subject to Transfer Restrictions (other than, in the case of the Regency Shares, the Existing Regency Transfer Restrictions and, in the case of the FCR Shares, the Existing FCR Transfer Restrictions); provided that, in no event will the number of Regency Shares, FCR Shares or CTY Shares included in the Eligible Pledged Shares exceed the relevant Maximum Number of Pledged Shares.
Eligible Pledged Shares means the Pledged Shares (a) held in a Collateral Account subject to a valid and perfected first priority Lien in favor of an Applicable Lender, created under the Collateral Documents, (b) which are in book-entry format, (c) which are listed for trading on a Designated Exchange, (d) which are not subject to Transfer Restrictions (other than the Permissible Transfer Restrictions) and (e) the aggregate number of which does not exceed the Maximum Share Number for such Shares at any time; provided, that any Additional Restricted CHTR Shares that are Pledged Shares shall only constitute Eligible Pledged Shares from and after the relevant Crediting Date (subject to such Additional Restricted CHTR Shares satisfying the requirements for Eligible Pledged Shares set forth in this definition at each relevant time). In the event the Lien and security interest of an Applicable Lender in any Pledged Share shall be terminated and/or otherwise released, then such Pledged Share shall cease to constitute an Eligible Pledged Share immediately upon such termination and release unless and until such later date as such Share constitutes an Eligible Pledged Share in accordance with this Agreement .
Eligible Pledged Shares means the Pledged Shares (a) over which the Secured Parties have a valid and perfected First Priority Lien, created under the Collateral Documents, (b) which are (i) in the case of the CTY Shares, in book-entry format, (ii) in the case of the FCR Shares, in book-entry format or (iii) in the case of the EQY Shares, re-registered in the name of DTC or its nominee, maintained in the form of book entries on the books of DTC with an unrestricted CUSIP number, and allowed to be settled through DTC’s regular book-entry settlement services, free of restrictive legends, stop transfer limitations and/or notations thereon, and (c) which are not subject to Transfer Restrictions (other than, in the case of the EQY Shares, the Existing EQY Transfer Restrictions and, in the case of the FCR Shares, the Existing FCR Transfer Restrictions); provided that, in no event will the number of EQY Shares, FCR Shares or CTY Shares included in the Eligible Pledged Shares exceed the relevant Maximum Number of Pledged Shares.
Eligible Pledged Shares means the Pledged Shares (a) over which the Secured Parties have a valid and perfected First Priority Lien, created under the Collateral Documents, (b) which are (i) in the case of the CTY Shares, in book-entry format or (ii) in the case of the EQY Shares, either in book-entry format or are represented by share certificates and (c) which are not subject to Transfer Restrictions (other than, solely in the case of the EQY Shares, the Existing Transfer Restrictions); provided that, in no event will the number of EQY Shares or CTY Shares included in the Eligible Pledged Shares exceed the relevant Maximum Number of Pledged Shares.