Common use of Material Foreign Subsidiaries Clause in Contracts

Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can be accomplished without an adverse tax or other financial consequence to the Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity Interests of such Person to secure the Obligations and shall deliver such documents as the Pledgee may reasonably require in connection therewith; provided, that the Administrative Agent shall be authorized to release the foregoing pledge so long as (a) no Default or Event of Default shall then exist (and the Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower certifying to such upon request) and (b) the Administrative Agent shall have received satisfactory evidence that the Liens securing the other Indebtedness secured thereby are also substantially contemporaneously released (or that arrangements for such release satisfactory to the Administrative Agent shall have been made). Following any such release of all Liens under the Pledge agreement, the Borrower shall have no further obligations under this Section 5.12.

Appears in 2 contracts

Samples: Credit Agreement (Ralcorp Holdings Inc /Mo), Credit Agreement (Ralcorp Holdings Inc /Mo)

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Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can be accomplished without an adverse tax or other financial consequence to the Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity Interests of such Person to secure the Obligations and shall deliver such documents as the Pledgee may reasonably require in connection therewith; provided, provided that the Administrative Agent shall be authorized to release the foregoing pledge so long as (a) no Default or Event of Default shall then exist (and the Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower certifying to such upon request) and (b) the Administrative Agent shall have received satisfactory evidence that the Liens securing the other Indebtedness secured thereby are also substantially contemporaneously released (or that arrangements for such release satisfactory to the Administrative Agent shall have been made). Following any such release of all Liens under the Pledge agreementAgreement, the Borrower shall have no further obligations under this Section 5.12.

Appears in 1 contract

Samples: Credit Agreement (Ralcorp Holdings Inc /Mo)

Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can be accomplished without an adverse tax or other financial consequence to the Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity Interests of such Person to secure the Obligations and shall deliver such documents as the Pledgee may reasonably require in connection therewith; provided, that the Administrative Agent shall be authorized to release the foregoing pledge so long as (a) no Default or Event of Default shall then exist (and the Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower certifying to such upon request) and (b) the Administrative Agent shall have received satisfactory evidence that the Liens securing the other Indebtedness secured thereby are also substantially contemporaneously released (or that arrangements for such release satisfactory to the Administrative Agent shall have been made). Following any such release of all Liens under the Pledge agreementAgreement, the Borrower shall have no further obligations under this Section 5.12.

Appears in 1 contract

Samples: Credit Agreement (Ralcorp Holdings Inc /Mo)

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Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can be accomplished without an adverse tax or other financial consequence to the Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity Interests of such Person to secure the Obligations and shall deliver such documents as the Pledgee may reasonably require in connection therewith; provided, that the Administrative Agent shall be authorized to release the foregoing pledge following the date of termination of the Existing Credit Agreement and payment in full of all amounts owing thereunder so long as (a) no Default or Event of Default shall then exist (and the Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower certifying to such upon request) and (b) the Administrative Agent shall have received satisfactory evidence that the Liens securing the other Indebtedness secured thereby are also substantially contemporaneously released (or that arrangements for such release satisfactory to the Administrative Agent shall have been made). Following any such release of all Liens under the Pledge agreement, the Borrower shall have no further obligations under this Section 5.12.

Appears in 1 contract

Samples: Credit Agreement (Ralcorp Holdings Inc /Mo)

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