Common use of Advent Clause in Contracts

Advent. as a continuing security for the full and punctual payment, discharge and performance of all the Secured Obligations in accordance with the Facility Documents and in accordance with Section 12 of the Pledges Law, 1967, hereby pledges by way of a first-ranking fixed pledge (to the extent applicable to the Relevant New Shares) and pledges and assigns, by way of charge as a first-ranking fixed pledge and charge (to the extent applicable to all Related Rights other than the Relevant New Shares), in favour of the Trustee (as trustee for the Secured Creditors) the Relevant New Shares and all Related Rights in respect thereof and all right, title and interest of Advent in connection therewith. For the removal of doubt, the Pledged Assets include also all rights of Advent (as a shareholder of Partner), whether under law and/or under the Memorandum and Articles of Association of Partner, which derive from the Relevant New Shares or any Related Rights in respect thereof. For the avoidance of any doubt: (A) subject to (B) below, the Trustee and the Secured Creditors shall not be entitled to claim or receive payment from Advent in respect of the Secured Obligations, or to have recourse to any of its assets pursuant to this Pledge, except, solely and exclusively, by way of realisation of the Pledged Assets, pursuant to the Pledges Law, 1967 and to the extent only of the amounts, if any, received from such realisation; provided that the Trustee and the Secured Creditors shall be entitled to bring an application for realisation or other relief under Section 21 of the Pledges Law, 1967, only if such claim is not based on: (i) an alleged reduction or loss in the value of the Relevant New Shares or other Pledged Assets; or (ii) an allegation of the existence of circumstances which constitute an Enforcement Event (without reference to any cure period or notice period); and (B) nothing in this Pledge (including, without limitation, in (A) above) shall derogate from the rights of the Trustee and the Secured Creditors under the Main Pledge or under any other Share Pledge which may be executed by Advent from time to time.

Appears in 1 contract

Sources: Pledge Agreement (Hutchison Telecommunications International LTD)

Advent. as a continuing security for the full and punctual payment, discharge and performance of all the Secured Obligations in accordance with the Facility Documents and in accordance with Section 12 of the Pledges Law, 1967, hereby hereby: 2.2.1. pledges by way of a first-ranking fixed pledge (to the extent applicable to the Relevant New Shares) and pledges and assigns, by way of charge as a first-ranking fixed pledge and charge (to the extent applicable to all Related Rights other than the Relevant New Shares), in favour of the Trustee (as trustee for the Secured Creditors): (i) the Relevant New Existing Shares and all Related Rights in respect thereof and all right, title and interest of Advent in connection therewith, and (ii) all other Shares and Related Rights in respect thereof and all right, title and interest of Advent in connection therewith. For the removal of doubt, the Pledged Assets include Include also all rights of Advent (as a shareholder of Partner), whether under law and/or under the Memorandum and Articles of Association of Partner, which derive from the Relevant New Shares or any Related Rights in respect thereof; and 2.2.2. pledges and assigns by way of charge as a first-ranking fixed pledge and charge, in favour of the Trustee (as trustee for the Secured Creditors), all right, title and interest of Advent in or arising in connection with the Shareholders' Loans. For the avoidance of any doubt: (A) subject to (B) below, the Trustee and the Secured Creditors shall not be entitled to claim or receive payment from Advent in respect of the Secured Obligations, or to have recourse to any of its assets (save for its rights pursuant to clause 6.3 hereunder in respect of the Advent Cash Collateral Account), pursuant to this Pledge, except, solely and exclusively, by way of realisation of the Pledged Assets, Assets pursuant to the Pledges Law, 1967 and to the extent only of the amounts, if any, received from such realisation; provided that the Trustee and the Secured Creditors shall be entitled to bring an application for realisation or other relief under Section 21 of the Pledges Law, 1967, only if such claim is not based on: (i) an alleged reduction or loss in the value of the Relevant New Shares or other Pledged Assets; or (ii) an allegation of the existence of circumstances which constitute an Enforcement Event (without reference to any cure period or notice period); and (B) nothing in this Pledge (including, without limitation, in (A) above) shall derogate from the rights of the Trustee and the Secured Creditors under the Main Pledge or under any other Share Pledge which may be executed by Advent from time to time.

Appears in 1 contract

Sources: Pledge Agreement (Hutchison Telecommunications International LTD)

Advent. as a continuing security for the full and punctual payment, discharge and performance of all the Secured Obligations in accordance with the Facility Documents and in accordance with Section 12 of the Pledges Law, 1967, hereby pledges by way of a first-ranking fixed pledge (to the extent applicable to the Relevant New Shares) and pledges and assigns, by way of charge as a first-ranking fixed pledge and charge (to the extent applicable to all Related Rights other than the Relevant New Shares), in favour of the Trustee (as trustee for the Secured Creditors) the Relevant New Shares and all Related Rights in respect thereof and all right, title and interest of Advent in connection therewith. For the removal of doubt, the Pledged Assets include also all rights of Advent (as a shareholder of Partner), whether under law and/or under the Memorandum and Articles of Association of Partner, which derive from the Relevant New Shares or any Related Rights in respect thereof. For the avoidance of any doubt: (A) subject to (B) below, the Trustee and the Secured Creditors shall not be entitled to claim or receive payment from Advent in respect of the Secured Obligations, or to have recourse to any of its assets pursuant to this Pledge, except, solely and exclusively, by way of realisation of the Pledged Assets, Assets pursuant to the Pledges Law, 1967 and to the extent only of the amounts, if any, received from such realisation; provided that the Trustee and the Secured Creditors shall be entitled to bring an application for realisation or other relief under Section 21 of the Pledges Law, 1967, only if such claim is not based on: (i) an alleged reduction or loss in the value of the Relevant New Shares or other Pledged Assets; or (ii) an allegation of the existence of circumstances which constitute an Enforcement Event (without reference to any cure period or notice period); and (B) nothing in this Pledge (including, without limitation, including in (A) above) shall derogate from the rights of the Trustee and the Secured Creditors under the Main Pledge or under any other Share Pledge which has been or may be executed by Advent from time to timetime (including under the Share Pledge executed by Advent dated September 10, 1998 and under the Share Pledge executed by Advent dated October 24, 1999).

Appears in 1 contract

Sources: Pledge Agreement (Hutchison Telecommunications International LTD)