To the extent that the Holdco Pledges remain in force on Completion, Cayman 5 consents, as Mortgagor under the Holdco Pledges, to the transfer of the Option Shares on the terms of this Agreement.
Holdings Pledge Agreement means the Holdings Pledge Agreement, dated as of the Closing Date, among Holdings and the Collateral Agent.
Equity Pledge Agreement means the Equity Pledge Agreement entered into by and among the Parties hereto on June 12, 2017, pursuant to which Party C will pledge all equity interests held by it in Party B (i.e. Party B’s Equity Interests) to Party A as the pledged collateral for the contractual obligations and secured debts under the VIE Agreements.
Stock Pledge Agreements means those certain stock pledge agreements, in form and substance reasonably satisfactory to Lender, executed and delivered by Borrower to Lender, as the same may be amended or modified from time to time in accordance with its terms.
Company Pledge Agreement means the Company Pledge Agreement executed and delivered by Company on the Closing Date, substantially in the form of Exhibit XIII annexed hereto, as such Company Pledge Agreement may thereafter be amended, supplemented or otherwise modified from time to time.
Subsidiary Pledge Agreement means the Pledge Agreement executed and delivered by an Authorized Officer of each Subsidiary of the Borrower that is not a Foreign Subsidiary pursuant to Section 7.1.7, substantially in the form of Exhibit G-3 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.
Shares Pledge means the first priority pledge of the shares of and in each Owner required to be executed at any time under clause 8.1.19 by the Shareholder in favour of the Security Trustee and/or a Lender in such form as the Agent and the Majority Lenders may require in their sole discretion and in the plural means all of them;
Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.
U.S. Pledge Agreement means a Pledge Agreement substantially in the form of Exhibit B-1 between the Borrower, the Subsidiary Guarantors and the Administrative Agent.
Stock Pledge Agreement means a stock pledge agreement, in form and substance satisfactory to each Lender, executed and delivered by Holdings to Agent for the benefit of the Lender Group with respect to the pledge of the capital Stock of NPI.
Canadian Pledge Agreement means a pledge agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by the Borrower and each Guarantor that is a Canadian Subsidiary, pursuant to which each such Person pledges to the Collateral Agent all of its right, title and interest in and to all Stock of each Subsidiary in which it has an interest, as the same may be amended, restated, supplemented or otherwise modified from time to time.
Foreign Pledge Agreement means a pledge agreement securing the Obligations or any of them that is governed by the law of a jurisdiction other than the United States and reasonably satisfactory in form and substance to the Collateral Agent.
Sale or Pledge means a voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest.
Borrower Pledge Agreement means the Pledge Agreement executed and delivered by the Borrower pursuant to Section 5.1.5, substantially in the form of Exhibit F-1 hereto, as amended, supplemented, restated or otherwise modified from time to time.
Parent Pledge Agreement means that certain Pledge Agreement, dated of the date hereof, made by Parent in favor of Agent.
CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.
Pledges have the meanings given to such terms in Clause 2.1.
Share Pledge Agreement has the meaning given such term in the definition of Collateral and Guaranty Requirements.
Pledge Subsidiary means (i) each Domestic Subsidiary and (ii) each First Tier Foreign Subsidiary which is a Material Foreign Subsidiary.
Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.
Initial Pledged Shares means, collectively, with respect to each Pledgor, the issued and outstanding shares of capital stock of each issuer described in Schedule 11 annexed to the Perfection Certificate together with all rights, privileges, authority and powers of such Pledgor relating to such interests in each such issuer or under any Organizational Document of each such issuer, and the certificates, instruments and agreements representing such shares of capital stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to the Initial Pledged Shares.
Pledged Equity Interests means all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests.
Special Purpose Securitization Subsidiary means (i) a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is organized in a manner (as determined by the Borrower in good faith) intended to reduce the likelihood that it would be substantively consolidated with Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event Holdings (prior to a Qualified IPO), the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary.
Special Purpose Subsidiary means any (a) not-for-profit Subsidiary, (b) captive insurance company or (c) Receivables Subsidiary and any other Subsidiary formed for a specific bona fide purpose not including substantive business operations and that does not own any material assets, in each case, that has been designated as a “Special Purpose Subsidiary” by the Borrower.
Pledge Instruments With respect to each Cooperative Loan, the Stock Power, the Assignment of Proprietary Lease and the Security Agreement.
Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary.