Pledged LLC Interests Sample Clauses

Pledged LLC Interests. Concurrently with the delivery to the Administrative Agent of any certificate representing any Pledged LLC Interests, the relevant Grantor shall, if requested by the Administrative Agent, deliver an undated power covering such certificate, duly executed in blank by such Grantor.
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Pledged LLC Interests. Pledgor shall not (i) sell, lease or assign any of its interests in the Collateral or permit Issuer to issue any additional limited liability company interests in Issuer at any time unless (A) provision is made for the inclusion of such property in the Collateral, (B) such issuance is permitted under the Amended and Restated Note Purchase Agreement and the other Note Documents and (C) all action has been taken necessary to create, in favor of Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable Lien on and first-priority security interest in such limited liability company interests, and all necessary filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that this Agreement creates a first-priority perfected Lien on and security interest in all right, title and interest in such limited liability company interests, prior and superior to all other Liens (other than any Excepted Liens) and all necessary and appropriate consents to the creation, perfection and enforcement of such Liens have been obtained; (ii) permit Issuer to have outstanding any subscription agreements, warrants, rights or options to acquire any limited liability company interests of whatever type; (iii) permit any limited liability company interest of Issuer to be dealt in or traded on any securities exchange or in any securities market; or (iv) permit any limited liability company interest of Issuer to be deemed an investment company security (as defined in Section 8-103(b) of the UCC).
Pledged LLC Interests. None. Administrative Borrower owns 250 class A units and 600 class B units of Independence Contract Drilling, LLC which, as set forth in the definition of Pledged LLC Interests, do not constitute Pledged LLC Interests so long as they meet the definition of Excluded LLC Interests. Pledged Partnership Interests: None.
Pledged LLC Interests. (a) Pledgor may cause the Company to issue any additional limited liability company interests in the Company at any time (whether or not certificated) unless such issuance is not permitted under the Common Terms Agreement and the other Finance Documents; provided, however, that such issuance shall only be permitted if the following occur: (i) provision is made for the inclusion of such interest in the Collateral (as defined hereunder or in any Additional Pledge Agreement (which Additional Pledge Agreement shall be executed and delivered to the Security Trustee by the owner (any such owner, an “Additional Pledgor”) of such additional limited liability company interests prior to the issuance thereof)), (ii) such interests are issued to Pledgor or any Additional Pledgor (or any of their respective successors and permitted assigns), (iii) all action has been taken necessary to create, in favor of the Security Trustee for the benefit of the Secured Parties, a legal, valid and enforceable Lien on and first-priority security interest (subject to Permitted Equity Liens) in such interests, and all necessary filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that this Agreement or the Additional Pledge Agreement, as applicable, creates a first-priority perfected Lien (except with respect to Permitted Equity Liens) on and security interest in all right, title and interest in such interests, prior and superior to all other Liens (subject to Permitted Equity Liens) and all necessary and appropriate consents to the creation, perfection and enforcement of such Liens have been obtained and (iv) the Security Trustee shall have received an opinion of counsel with respect to such interests that is substantially similar to the opinions delivered on or before the Closing Date covering the matters described in clause (iii) above. Pledgor shall not permit (i) the Company to have outstanding any subscription agreements, warrants, or options to acquire any limited liability company interests of whatever type; (ii) any limited liability company interest of the Company to be dealt in or traded on any securities exchange or in any securities market; or (iii) any limited liability company interest of the Company to be deemed an investment company security (as defined in Section 8-103(b) of the UCC).
Pledged LLC Interests. (a) The Pledged LLC Interests constitute all the issued and outstanding shares of all classes of the Equity Interests of the Issuer.
Pledged LLC Interests. (a) If any Collateral shall be or become evidenced by a certificated security or if the Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of the Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged LLC Interests, or otherwise in respect thereof, the Grantor shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties, and, with respect to any certificated security, deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by the Grantor to the Collateral Agent, together with an undated power covering such certificated security duly executed in blank by the Grantor, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations.
Pledged LLC Interests. Interests in each limited liability company that is a Material Subsidiary or an owner of Unencumbered Pool Property and required to be pledged under the Credit Agreement as follows: Pledgor (Jurisdiction of Organization) Subsidiary Number of Units Date of Issuance of Units
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Pledged LLC Interests. Grantor Stock Issuer Jurisdiction of Organization Percentage of Shares Owned Percentage of Pledged Interest Certificated Certificate Number Type / Class of Security Number of Shares / Units SunEdison Semiconductor B.V. SunEdison Semiconductor, LLC Delaware 100% 100% No N/A N/A N/A NOTES AND TERM LOANS Lender Borrower Original Principal Amount Issue Date Maturity Date Description SunEdison Semiconductor B.V. MEMC Electronic Materials S.p.A. €7,330,840.85 05/27/2014 05/27/2019 Term Loan Agreement, dated as of May 27, 2014, between SunEdison Semiconductor B.V. and MEMC Electronic Materials S.p.A., governed by the laws of New York SunEdison Semiconductor Limited MEMC Japan Ltd. JP¥20,000,000,000 06/30/2004* 06/30/2035 Replacement Promissory Note, dated as of May 27, 2014, between MEMC Japan Ltd. and SunEdison Semiconductor Limited, governed by the laws of New York MEMC Japan Ltd. SunEdison Semiconductor Limited US$100,000,000 12/31/2013 12/31/2014 Term Loan Agreement, dated as of December 31, 2013, between MEMC Japan Ltd. and SunEdison, Inc. (and subsequently assigned to SunEdison Semiconductor Limited (f/k/a/ SunEdison Semiconductor Pte. Ltd.)), governed by the laws of Japan * Date of Issuance of original Promissory Note Schedule 5.13 Subsidiaries; Material Equity Investments Part A. Subsidiaries Loan Party Owner Name Percent Ownership Type of Organization Jurisdiction SunEdison Semiconductor Limited SunEdison Semiconductor B.V. 100% Private limited liability company Netherlands SunEdison Semiconductor Limited SunEdison Technology Pte. Ltd. 100% Private Limited Company Singapore SunEdison Semiconductor B.V. SunEdison Semiconductor, LLC 100% Limited Liability Company Delaware SunEdison Semiconductor B.V. MEMC Electronic Materials Sendirian Berhad 100% Private Company Limited by Shares Malaysia SunEdison Semiconductor B.V. MEMC Japan Ltd. 100% Limited Liability Company (kabushiki kaisha) Japan SunEdison Semiconductor B.V. MEMC Electronic Materials Sales Sdn. Bhd. 100% Private Company Limited by Shares Malaysia SunEdison Semiconductor B.V. Taisil Electronic Materials Corporation 54.95% Company Limited by Shares Republic of China (a/k/a Taiwan) SunEdison Semiconductor B.V. SunEdison Semiconductor Holdings B.V. 100% Private limited liability company Netherlands SunEdison Semiconductor B.V. MEMC Electronic Materials S.p.A. 100% Private Company Limited by Shares Italy SunEdison Semiconductor B.V. MEMC Korea Company 60%* Prxxxxx Xxxxx Xxxxx Xxxxxxx Xxxxxxxx xx Xxxxx ...
Pledged LLC Interests. The Pledged LLC Interests constitute 33.33% of the issued and outstanding membership interests in and to Cowboy and a 33.33% voting interest in Cowboy. The Pledged LLC Interests and all other membership interests in and to Cowboy have been duly authorized, validly issued, and are fully paid and non-assessable. The membership interests in Cowboy are owned by the Persons set forth on Schedule 3.1(b) in the percentages set forth on Schedule 3.1(b), and such membership interests constitute all of the issued and outstanding membership interests in and to Cowboy. None of the issued and outstanding membership interests in and to Cowboy, including, without limitation, the Pledged LLC Interests, was issued in violation of any right of first refusal, right of first offer, preemptive rights or any similar rights. There are no options, warrants, convertible or exchangeable securities, or other rights, agreements, arrangements or commitments of any character relating to the membership interests in and to Cowboy or obligating Pledgor or Cowboy to issue or sell any membership interests or any other interest in Cowboy. There are no outstanding contractual obligations of Cowboy to repurchase, redeem, or otherwise acquire any membership interest in Cowboy or to create or issue any other equity interest in Cowboy. Except as expressly set forth in the LLC Agreement or the RTI Agreement, there are no voting trusts, member agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any membership interest in Cowboy. None of the membership interests in Cowboy: are dealt in or traded on securities exchanges or in securities markets; expressly provide that they are a security governed by the Code; are an "investment company security" as defined in the Code; or are held by a securities intermediary for another person in a securities account whereby the securities intermediary has expressly agreed to treat such interests as a "financial asset" under the Code.
Pledged LLC Interests. Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Pledged LLC Interests conducted without prior registration or qualification of such Pledged LLC Interests under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged LLC Interests for their own account, for investment and not with a view to the distribution or resale thereof, and to comply with applicable Gaming Laws. Pledgor acknowledges that any such sale may be at prices and on terms less favorable than those obtainable through a sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and Pledgor agrees that any such sale shall not be deemed to have not been made in a commercially reasonable manner by reason of such circumstances and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged LLC Interests for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Pledged LLC Interests, upon written request, Pledgor shall and shall cause Company from time to time to furnish to Secured Party all such information as necessary to determine the number and nature of interests, shares or other instruments included in the Pledged LLC Interests which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.
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