DEUTSCHE BANK AG (the Manager) Sample Clauses

DEUTSCHE BANK AG (the Manager). The Issuer and the Manager wish to record the arrangements agreed among them in relation to an issue of Tranche A U.S.$20,000,000 Floating Rate Secured Bonds due 2009 of the Issuer (the Tranche A Bonds) and Tranche B U.S.$40,000,000 Floating Rate Secured Convertible Bonds due 2009 of the Issuer (the Tranche B Bonds, and together with the Tranche A Bonds, the Bonds, which expression where the context so admits shall include the Global Certificates (as defined below) to be delivered in respect of them). The definitive Bonds, if required to be issued, will be in registered form in denominations of U.S.$100,000 each and integral multiples of U.S.$1,000 in excess thereof. Each Tranche B Bond will be convertible, subject as provided in the Terms and Conditions of the Tranche B Bonds (the Tranche B Terms and Conditions) and upon the occurrence of a Complying IPO (as defined in the Tranche B Terms and Conditions), into fully paid ordinary shares of the Issuer (the Shares) in accordance with the Tranche B Terms and Conditions. The Bonds will be secured by way of (a) a charge over the assets of the Issuer pursuant to a Security Agreement expected to be dated the Closing Date (as defined below) between DB Trustees (Hong Kong) Limited as security agent (the Security Agent) and the Issuer (the Security Agreement); (b) a mortgage of shares in Asia Silicon Technology Holdings Limited (AST (HK)) owned by the Issuer pursuant to a Share Mortgage expected to be dated the Closing Date (as defined below) between the Security Agent and the Issuer (the Share Mortgage); (c) a charge over the assets of AST (HK) pursuant to a Security Agreement expected to be dated the Closing Date (as defined below) between the Security Agent and AST (HK) (the Security Agreement (AST (HK)) and (d) a pledge of equity interest of AST (HK) in Opco on the Closing Date pursuant to a Pledge of Equity expected to be dated the Closing Date (as defined below) between the Security Agent and AST (HK) (the First Pledge of Equity) and (e) a pledge of equity interest of AST (HK) in Opco acquired as a result of an increase in the registered capital of Opco after the Closing Date pursuant to a Pledge of Equity to be entered into between the Security Agent and AST (HK) (the Second Pledge of Equity), each in favour of the Security Agent for the benefit of the holders of the Bonds (each security being created thereby being referred to as a Security). In this Agreement, each of the Security Agreement, the Share Mortg...