CONSENT OF THE PLEDGOR AND THE PLEDGED COMPANY Sample Clauses

CONSENT OF THE PLEDGOR AND THE PLEDGED COMPANY. The Pledgors and the Pledged Company herewith expressly consent to the Pledges and, upon the occurrence of an Enforcement Event, to the realization of any such Pledges, including by sale and transfer of the partnership interests in the Pledged Company as a result of or in connection with an enforcement of the Pledges in accordance with Clause 9 (Enforcement). SCHEDULE 1 Form of Excluded Partnership Interest Notice From: [relevant Pledgor] (the "Pledgor") To: Barclays Bank PLC (the "Administrative Agent") Dated: [ ] Coherent / Rofin Financing – Partnership Interest Pledge Agreement dated [●] Excluded Partnership Interest Notice Dear Sirs We refer to the partnership interest pledge agreement between ourselves as pledgor and you as pledgee dated [●] 2017 whereby certain existing and future partnership interests have been pledged to you in your capacity as Administrative Agent under the Credit Agreement (as defined therein) (the "Partnership Interest Pledge Agreement"). Unless otherwise defined in this letter, words and expressions defined in the Partnership Interest Pledge Agreement and the Credit Agreement shall have the same meaning when used in this letter. We hereby notify you that the Partnership Interests pledged by us listed in the Excluded Partnership Interest Table below [have come into existence on [ ].] [have been identified by us as Excluded Property on [ ].] Excluded Partnership Interest Table We hereby represent and warrant that the Partnership Interests listed in the Excluded Partnership Interest Table [are being used for the purpose of [ ] and thereby qualifies as Excluded Property. Therefore, the Partnership Interests referred to herein shall be considered to be an Excluded Future Partnership Interests for purposes of the Partnership Interest Pledge Agreement and the security interests in relation to such Excluded Future Partnership Interests shall be released by the Administrative Agreement in accordance with Clause 3.4 (Excluded Future Partnership Interest) of the Partnership Interests Pledge Agreement. The Pledgor hereby confirms its acceptance of the Excluded Partnership Interest Release. This letter shall be governed by and construed in accordance with German law. Yours faithfully, [●] The Pledgor 1 COHERENT DUTCH MERGER SUB B.V. By: _______________________________ Name:Title: The Pledgor 2 COHERENT EUROPE B.V. By: _______________________________ Name:Title: The Pledgor 3 ROFIN-SINAR TECHNOLOGIES EUROPE, S.L. By: ________________________...
Sample 1
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Related to CONSENT OF THE PLEDGOR AND THE PLEDGED COMPANY

  • ENFORCEMENT OF THE PLEDGE 6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

  • Voting Rights in Respect of the Pledged Collateral (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and

  • Term of the Pledge shall refer to the term set forth in Section 3 of this Agreement.

  • UNDERTAKINGS OF THE PLEDGOR Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

  • Delivery of the Pledged Collateral Each Pledgor hereby agrees that:

  • of the Pledge Agreement Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Register.

  • Exercise of the Pledge 8.1 The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge.

  • The Pledge As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor’s right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.

  • TRANSFER BY THE PLEDGORS No Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein (except as may be permitted in accordance with the terms of the Credit Agreement).

  • Covenants as to the Pledged Collateral So long as any Secured Obligations shall remain outstanding, the Pledgor will, unless the Required Holders, shall otherwise consent in writing:

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