Certain Permitted Pledges Sample Clauses
The 'Certain Permitted Pledges' clause defines specific circumstances under which a party is allowed to pledge or grant security interests in its assets, despite general restrictions on such actions in the agreement. Typically, this clause lists exceptions, such as pledges required by law, those made in the ordinary course of business, or security interests related to existing financing arrangements. Its core practical function is to provide flexibility for the pledging party to conduct necessary business activities or comply with legal obligations, while still maintaining overall restrictions to protect the interests of the other party.
Certain Permitted Pledges. Notwithstanding anything to the contrary set forth herein, (i) any Investor may at any time pledge or grant a security interest in all or any portion of its interest in, to and under this Agreement (including, without limitation, rights to payment of Net Investment and Yield) and any other Transaction Document to secure its obligations to a Federal Reserve Bank without notice to or the consent of any Person, and (ii) any Conduit Investor may at any time pledge or grant a security interest in all or any portion of its interest in, to and under this Agreement (including, without limitation, rights to payment of Net Investment and Yield) and any other Transaction Document to any collateral trustee, collateral agent or secured party acting on behalf of the holders of the commercial paper notes issued by such Conduit Investor, in each case, without notice to or consent from any other Person; provided, however, that no such pledge or grant described in this paragraph shall (x) relieve the applicable pledgor or grantor of its obligations under this Agreement or (y) substitute the recipient of such pledge or grant for the applicable pledgor or grantor as a party hereunder.
Certain Permitted Pledges. The Company acknowledges and agrees that, for as long as Uncovered Conversion Shares or Registrable Securities owned by the Purchaser remain “restricted securities” within the meaning of Rule 144 and have not been sold pursuant to the applicable Registration Statement, the Purchaser may from time to time pledge some or all of such Uncovered Conversion Shares or Registrable Securities pursuant to a bona fide margin agreement with a registered broker-dealer that is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”) or an Accredited Investor or grant a security interest in some or all of such Uncovered Conversion Shares or Registrable Securities to a financial institution that is a QIB or an Accredited Investor (each such pledgee or transferee, a “Qualifying Institution”); provided, however, that in each case such Qualifying Institution agrees to be bound by the provisions of this Agreement (including complying with the restrictions on transfer set forth herein and agreeing not to make any sale of the Uncovered Conversion Shares or Registrable Securities under the Registration Statements without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied). The Purchaser shall not be required to give notice to the Company of such pledge or granting of a security interest, but, in accordance with Section 7.6 hereof, shall promptly furnish to the Company upon request a copy of such instrument or instrument of transfer evidencing the assignee’s or transferee’s agreement to be bound by the provisions of this Agreement (including Section 11 hereof). If required under the terms of the Purchaser’s arrangement with such Qualifying Institution, the Purchaser may transfer any such pledged or secured Uncovered Conversion Shares or Registrable Securities to such Qualifying Institution; provided, however, that such transfer is made in compliance with the Securities Act and the 1933 Act Rules and Regulations and any applicable state securities laws. Such transfer would not be subject to approval by the Company, and no legal opinion of legal counsel of the Qualifying Institution would be required in connection therewith. At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as such Qualifying Institution may reasonably request in connection with a transfer of such Uncovered Conversion Shares or Regis...
Certain Permitted Pledges. Notwithstanding any of the terms of this Section 11.5, (i) any Lender may assign all or any portion of its rights to payments in connection with this Agreement to a Federal Reserve Bank as collateral in accordance with Regulation A of the Board of Governors of the Federal Reserve System. Such assignment shall not affect any other rights or any obligations of the assigning Lender, and (ii) any Lender that (x) is a Fund, (y) pursuant to its organizational structure, must pledge its assets to its trustee or the holders of its securities, and (z) invests in bank loans may, without notice to or consent of the Agent or the Company, pledge all or any portion of its rights in connection with this Agreement to any holders of obligations owed, or securities issued, by such investment company as security for such obligations or securities, or to any trustee for, or any other representative of, such holders; provided that any foreclosure, transfer or similar action by the pledgee shall be subject to the provisions of this Section concerning assignments including, without limitation, the requirement that the transferee be an Eligible Assignee.
Certain Permitted Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.