UK Charge Over Shares definition

UK Charge Over Shares means the 65% charge over shares dated on or around the date of this Agreement and made between ConforMIS and the Collateral Agent in respect of the shares that Borrower holds in the capital of ConforMIS UK.
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UK Charge Over Shares the Charge Over Shares, dated as of the date hereof made by the Company in favor of the Collateral Agent, as amended, supplemented or otherwise modified or replaced from time to time substantially in the form of Exhibit K.
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UK Charge Over Shares the Charge Over Shares to be executed and delivered by the Borrower on the date hereof, substantially in the form of Exhibit A-3.
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Examples of UK Charge Over Shares in a sentence

  • The Collateral Trustee shall have received from Recorded Books a counterpart of the UK Charge Over Shares executed on behalf of such party.

  • The Administrative Agent shall have received evidence that the Borrower has appointed CKX UK Holdings to be its agent for service of process in connection with the UK Charge Over Shares.

  • This Amendment, duly executed by the Borrower and the Guarantors, and the Amended and Restated UK Charge Over Shares, duly executed by Kxxxxx NC Inc.

  • In the case of the Pledged Stock described in the UK Charge Over Shares, the UK Charge Over Shares shall constitute a fully perfected Lien on, and security interest in, such Pledged Stock of the Material Subsidiary organized under the laws of the United Kingdom when stock certificates representing such Pledged Stock are delivered to the Collateral Agent and upon any applicable registration of the share charges at the Companies House.

  • The Required Lenders agree that the UK Charge Over Shares granted by Kxxxxx NC Inc.

  • The UK Charge Over Shares is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof.

  • Provisions of this Agreement, if any, which are in direct and irreconcilable conflict with provisions of the UK Charge Over Shares shall be superseded by such conflicting provisions of the UK Charge Over Shares to the extent of such conflict and shall have no binding effect hereunder.

  • The Agent shall have received from Recorded Books a counterpart of the UK Charge Over Shares executed on behalf of such party.

  • Otherwise, all of the provisions of both this Agreement and the UK Charge Over Shares shall be applicable and binding upon each of the parties hereto and thereto to the extent a party hereto and thereto.

  • The Administrative Agent shall have received evidence that Holdings has appointed the Borrower to be its agent for service of process in connection with the UK Charge Over Shares.


More Definitions of UK Charge Over Shares

UK Charge Over Shares means the charge over shares dated on or about the date hereof in form and substance satisfactory to Collateral Agents and entered into among US Borrower and Collateral Agents, pursuant to which US Borrower charges (a) in favor of US Collateral Agent, for the ratable benefit of the US Secured Parties, 66% (or such lesser amount to eliminate fractional shares) of the Equity Interests in SGS-UK Holdings Ltd., and (b) in favor of Canadian Collateral Agent, for the ratable benefit of the Canadian Secured Parties, 100% of the Equity Interests in SGS-UK Holdings Ltd., as amended, restated, supplemented or otherwise modified from time to time.
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UK Charge Over Shares collectively, (i) the charge over shares dated the Original Closing Date entered into between USCo and the Security Trustee; and (ii) the charge over shares dated the Original Closing Date entered into between Holdings and the Security Trustee, each in respect of the Capital Stock of Borrower and each as amended and/or restated, supplemented, varied or novated from time to time.
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UK Charge Over Shares means the charge over shares dated on or about the Closing Date substantially in the form of Exhibit I-7 to the Existing First Lien Credit Agreement and entered into between Audatex Holding GmbH and the Collateral Agent, pursuant to which Audatex Holding GmbH charged in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, the Capital Stock of U.K. Obligor to secure the Obligations of the Euro Borrowers and each Foreign Guarantor.
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UK Charge Over Shares means the charge over shares dated on or about the Closing Date substantially in the form of Exhibit I-7 to the 2006 Credit Agreement and entered into between Audatex (Schweiz) GmbH (formerly Audatex Holding GmbH) and the Collateral Agent, pursuant to which Audatex (Schweiz) GmbH (formerly Audatex Holding GmbH) charged in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, the Capital Stock of Audatex U.K. to secure the Obligations of the Euro Borrowers and each Foreign Guarantor.
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Related to UK Charge Over Shares

  • Net Charge-Offs means, with respect to any period, an amount equal to the aggregate amount of Charge-Offs for such period less the amount of Recoveries for such period.

  • Class B Investor Charge-Offs shall have the meaning specified in subsection 4.06(b).

  • Class A Investor Charge-Offs shall have the meaning specified in subsection 4.06(a).

  • Investor Charge-Offs means Class A Investor Charge-Offs, Class B Investor Charge-Offs and Collateral Charge-Offs.

  • Class A Investor Charge-Off shall have the meaning specified in Section 4.6(a).

  • First Priority Principal Distribution Amount means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Class A Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes on such Payment Date), over (b) the related Adjusted Pool Balance; provided, however, that (i) the First Priority Principal Distribution Amount on the Class A-1 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero; (ii) the First Priority Principal Distribution Amount on the Class A-2a Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2a Notes to zero; (iii) the First Priority Principal Distribution Amount on the Class A-2b Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2b Notes to zero; (iv) the First Priority Principal Distribution Amount on the Class A-3 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero; and (v) the First Priority Principal Distribution Amount on the Class A-4 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-4 Notes to zero.

  • Pre-Charge-Off Expenses means those expenses incurred in the usual and prudent management of a Shared-Loss Loan that would qualify as a Reimbursable Expense or Recovery Expense if incurred after a Charge-Off of the related Shared-Loss Asset had occurred.

  • Investor Charge-Off means, for a Payment Date, the excess, if any, of the amount of the unfunded Investor Default Amount for that Payment Date over the amount of the Investor Default Amount applied to reduce the Available Subordinated Amount under Section 4.3 of the Indenture Supplement for that Payment Date.

  • Second Priority Principal Distribution Amount means, with respect to any Payment Date, an amount equal to (a) the excess, if any, of (i) the Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes and the Class B Notes on such Payment Date), over (ii) the Adjusted Pool Balance for such Payment Date minus (b) the First Priority Principal Distribution Amount for such Payment Date; provided, however, that the Second Priority Principal Distribution Amount on the Class B Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class B Notes to zero.

  • Collateral Charge-Offs shall have the meaning specified in subsection 4.06(c).

  • First Priority Principal Distributable Amount With respect to any Distribution Date, an amount equal to the excess, if any, of (i) the aggregate outstanding principal balance of the Class A Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes on such preceding Distribution Date) over (ii) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period.

  • Second Priority Principal Distributable Amount With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of the Class A Notes and the Class B Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

  • Noteholders’ Regular Principal Distributable Amount With respect to the Notes, for any Distribution Date, the lesser of:

  • Prepayment Charge Period As to any Mortgage Loan, the period of time during which a Prepayment Charge may be imposed.

  • Charge-Offs means, with respect to any Shared-Loss Assets for any period, an amount equal to the aggregate amount of loans or portions of loans classified as “Loss” under the Examination Criteria, including (a) charge-offs of (i) the principal amount of such assets net of unearned interest (including write-downs associated with Other Real Estate, Additional ORE, Subsidiary ORE or loan modification(s)) (ii) Accrued Interest, and (iii) Capitalized Expenditures plus (b) Pre-Charge-Off Expenses incurred on the respective Shared-Loss Loans, all as effected by the Assuming Bank during such period and reflected on the Accounting Records of the Assuming Bank; provided, that: (i) the aggregate amount of Accrued Interest (including any reversals thereof) for the period after Bank Closing that shall be included in determining the amount of Charge-Offs for any Shared-Loss Loan shall not exceed ninety (90) days’ Accrued Interest; (ii) no Charge-Off shall be taken with respect to any anticipated expenditure by the Assuming Bank until such expenditure is actually incurred; (iii) any financial statement adjustments made in connection with the purchase of any Assets pursuant to this Purchase and Assumption Agreement or any future purchase, merger, consolidation or other acquisition of the Assuming Bank shall not constitute “Charge-Offs”; and (iv) except for Portfolio Sales or any other sales or dispositions consented to by the Receiver, losses incurred on the sale or other disposition of Shared-Loss Assets to any Person (other than the sale or other disposition of Other Real Estate, Additional ORE or Subsidiary ORE to a Person other than an Affiliate of the Assuming Bank which is conducted in a commercially reasonable and prudent manner) shall not constitute Charge-Offs.

  • Aggregate Noteholders’ Priority Principal Distributable Amount With respect to any Distribution Date, the sum of (i) the First Priority Principal Distributable Amount, (ii) the Second Priority Principal Distributable Amount, (iii) the Third Priority Principal Distributable Amount and (iv) the Fourth Priority Principal Distributable Amount, each as of such Distribution Date. Aggregate Principal Balance of Non-Subvented Receivables: As of any date, the present value as of such date of all scheduled monthly payments on all of the Non-Subvented Receivables (other than Liquidating Receivables) held by the Issuing Entity on such date which have not been applied on or prior to such date (determined after taking into account any Warranty Payments and Administrative Purchase Payments in respect of such Receivables), with each Receivable being discounted from the last day of the calendar month in which payments are to become due to such date at the greater of the Discount Rate and the Annual Percentage Rate.

  • Third Priority Principal Distributable Amount With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of the Class A Notes, the Class B Notes and the Class C Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes, the Class B Notes and the Class C Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date and (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

  • First Priority Principal Payment means, for a Payment Date, the greater of:

  • Engineer-In-Charge (EIC means the Engineer officer authorised to direct, supervise and be In-charge of the works for the purpose of this contract who shall supervise and be in charge of the work.

  • Retail charge agreement means that term as defined in section 2 of the retail installment sales act, MCL 445.852.

  • Priority Principal Distributable Amount means, with respect to any Distribution Date, the excess, if any, of the Note Balance of the Class A Notes as of the day preceding such Distribution Date over the Pool Balance as of the last day of the preceding Collection Period; provided, however, that the Priority Principal Distributable Amount for each Distribution Date on and after the Class Final Distribution Date for any Class of Class A Notes shall equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal balance of the Class A Notes of such Class as of the day preceding such Distribution Date.

  • Second Priority Principal Payment means, for a Payment Date, the greater of:

  • Class D Interest Coverage Ratio means, as of any Measurement Date occurring on and after the Determination Date immediately preceding the second Payment Date, the ratio (expressed as a percentage) obtained by dividing the Interest Coverage Amount by the scheduled interest payments due on the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on the following Payment Date. For the purposes of calculating the Class D Interest Coverage Ratio, the expected interest income on Collateral Obligations, Eligible Investments and the Accounts (to the extent applicable) and the expected interest payable on the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes will be calculated using the then current interest rates applicable thereto as at the relevant Measurement Date.

  • Class C Interest Coverage Ratio means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing the Interest Coverage Amount by the scheduled interest payments due on the Class A Notes, the Class B Notes and the Class C Notes. For the purposes of calculating the Class C Interest Coverage Ratio, the expected interest income on Collateral Debt Obligations, Eligible Investments and the Accounts (to the extent applicable) and the expected interest payable on the Class A Notes, the Class B Notes and the Class C Notes will be calculated using the then current interest rates applicable thereto as at the relevant Measurement Date.

  • Noteholders' Principal Carryover Shortfall means, with respect to any Distribution Date, the excess, if any, of the Noteholders’ Principal Distributable Amount for the preceding Distribution Date over the amount in respect of principal that is actually paid as principal on the Notes on such previous Distribution Date. Noteholders’ Principal Carryover Shortfall is not used to determine the amount of principal due on the Notes on any Distribution Date, but is used solely for reporting purposes.

  • Deferred Sales Charge Payment Date means October 10, 2013 and the tenth day of each month thereafter through February 10, 2014.