Common use of Uncertificated Securities Clause in Contracts

Uncertificated Securities. Notwithstanding anything to the contrary contained in Sections 3.1 and 3.2 hereof, if any Pledged Securities (whether now owned or hereafter acquired) are uncertificated Securities, the respective Pledgor shall promptly notify the Pledgee thereof, and shall promptly take all actions required to perfect the security interest of the Pledgee under applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest. The Pledgors shall not permit or suffer (a) such uncertificated Pledged Securities to be represented by any certificates or otherwise become “certificated securities” or to be credited to a “securities account” within the meaning of the UCC unless Pledgee has been granted “control” within the meaning of the UCC over such “securities account” (or unless such Securities thereafter become certificated and the provisions of Section 3.2 hereof are complied with) or (b) any person other than the Pledgee to have “control” within the meaning of Article 8 of the UCC in respect of the such uncertificated Pledged Securities.

Appears in 3 contracts

Samples: Credit Agreement (Ball Corp), Credit Agreement (Ball Corp), Credit Agreement (Ball Corp)

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Uncertificated Securities. Notwithstanding anything to the contrary contained in Sections 3.1 and 3.2 hereof, if any Pledged Securities (whether now owned or hereafter acquired) are uncertificated Pledged Securities, the respective Pledgor shall promptly notify the Pledgee thereof, and shall promptly take all actions required to perfect the security interest of the Pledgee under applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and or protect such security interestinterest unless otherwise required pursuant to the Credit Agreement or any other Loan Document. The Pledgors shall not permit or suffer (a) such uncertificated Pledged Securities to be represented by any certificates or otherwise become “certificated securities” or to be credited to a “securities account” within the meaning of the UCC unless Pledgee has been granted “control” within the meaning of the UCC over such “securities account” (or unless such Pledged Securities thereafter become certificated and the provisions of Section 3.2 hereof are complied with) or (b) any person other than the Pledgee to have “control” within the meaning of Article 8 of the UCC in respect of the such uncertificated Pledged Securities.

Appears in 3 contracts

Samples: Credit Agreement (BALL Corp), Pledge Agreement, Credit Agreement (Ball Corp)

Uncertificated Securities. Notwithstanding anything to the contrary contained in Sections 3.1 and 3.2 hereof, if any Pledged Securities (whether now owned or hereafter acquired) are uncertificated Securities, the respective Pledgor shall promptly notify the Pledgee thereof, and shall promptly take all actions required to perfect the security interest of the Pledgee under applicable law; provided that in no event shall any actions be required law (including, in any jurisdiction outside event, under Sections 8-313 and 8-321 of the United States to establish, perfect, preserve and protect such security interestNew York UCC if applicable). The Pledgors shall not permit or suffer (a) such uncertificated Pledged Securities to be represented by any certificates or otherwise become “certificated securities” or to be credited to a “securities account” within the meaning of the UCC unless Pledgee has been granted “control” within the meaning of the UCC over such “securities account” (or unless such Securities thereafter become certificated and the provisions of Section 3.2 hereof are complied with) or (b) any person other than the Pledgee to have “control” within the meaning of Article 8 of the UCC in respect of the such uncertificated Pledged Securities.

Appears in 1 contract

Samples: Credit Agreement (Ball Corp)

Uncertificated Securities. Notwithstanding anything to the contrary contained in Sections 3.1 and 3.2 hereof, if any Pledged Securities (whether now owned or hereafter acquired) are uncertificated Securities, the respective Pledgor shall promptly notify the Pledgee thereof, and shall promptly take all actions required to perfect the security interest of the Pledgee under applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest. The Pledgors shall not permit or suffer (a) such uncertificated Pledged Securities to be represented by any certificates or otherwise become “certificated securities” or to be credited to a “securities account” within the meaning of the UCC unless Pledgee has been granted “control” within the meaning of the UCC over such “securities account” (or unless such Securities thereafter become certificated and the provisions of Section 3.2 hereof are complied with) or (b) any person other than the Pledgee to have “control” within the meaning of Article 8 of the UCC in respect of the such uncertificated Pledged Securities.

Appears in 1 contract

Samples: Credit Agreement (Ball Corp)

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Uncertificated Securities. Notwithstanding anything Each Lien Grantor agrees that (i) to the contrary contained in Sections 3.1 and 3.2 hereof, if extent any Pledged Securities (whether now owned or hereafter acquired) are uncertificated Securities, the respective Pledgor shall promptly notify the Pledgee thereof, and shall promptly take all actions required to perfect the security interest of the Pledgee under applicable law; provided that in no event shall any actions be required Equity Interest in any jurisdiction outside limited liability company or limited partnership controlled now or in the United States to establish, perfect, preserve and protect future by such security interest. The Pledgors shall not permit or suffer (a) such uncertificated Pledged Securities to be represented by any certificates or otherwise become “certificated securities” or to be credited to Lien Grantor is a “securities account” within the meaning of the UCC unless Pledgee has been granted “control” within the meaning of the UCC over such “securities account” (or unless such Securities thereafter become certificated and the provisions of Section 3.2 hereof are complied with) or (b) any person other than the Pledgee to have “controlsecurity” within the meaning of Article 8 of the UCC in respect and is governed by Article 8 of the UCC, such uncertificated Pledged SecuritiesEquity Interest shall be certificated and (ii) each such Pledged Equity Interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Lien Grantor further agrees that with respect to any Pledged Equity Interest in any limited liability company or limited partnership controlled now or in the future by such Lien Grantor that is not a “security” within the meaning of Article 8 of the UCC, such Lien Grantor shall at no time elect to treat any such Pledged Equity Interest as a “security” within the meaning of Article 8 of the UCC, nor shall such Pledged Equity Interest be represented by a certificate, unless such Lien Grantor provides written notification to the Agent of such election and such Pledged Equity Interest is thereafter represented by a certificate that is promptly delivered to the Agent pursuant to the terms hereof.

Appears in 1 contract

Samples: Credit Agreement (NMI Holdings, Inc.)

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