Charge and Memorandum definition

Charge and Memorandum is defined in the fourth recital. “Charged Property” means all Charged Shares and all other securities, assignments of amounts due or to become due and other instruments which are now being delivered by the Depositor to the Administrative Agent or may from time to time hereafter be delivered by the Depositor to the Administrative Agent for the purpose of granting security under this Charge and Memorandum, and all proceeds of any of the foregoing. “Charged Share Issuer” means the company referred to in the Attachment hereto as such. “Charged Shares” means all shares of the Charged Share Issuer which are delivered by the Depositor to the Administrative Agent as Charged Property hereunder, which shall at all times constitute not less than 65% of the issued share capital of such Charged Share Issuer. “Collateral” is defined in Section 2.1. “Costs and Expenses” means all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Administrative Agent in connection with (i) the Depositor’s execution, delivery and performance of this Charge and Memorandum, (ii) protecting, preserving or maintaining any Collateral, (iii) collecting the Liabilities and (iv) enforcing any rights of the Administrative Agent hereunder in respect of the Collateral. “Credit Agreement” is defined in the first recital. “Default” means the occurrence of any of the following events: (i) any Unmatured Event of Default with respect to the Parent or the Borrower under Section 12.1.3 of the Credit Agreement, (ii) any Event of Default or (iii) any warranty of the Depositor herein is untrue or misleading in any material respect and, as a result thereof, the Administrative Agent’s security interest in any material portion of the Collateral is not perfected or the Administrative Agent’s rights and remedies with respect to any material portion of the Collateral are materially impaired or otherwise materially adversely affected. “Depositor” is defined in the preamble. “Distributions” means all stock dividends, all liquidating dividends, all shares of stock resulting from any merger or consolidation of the Charged Share Issuer or from (or in connection with the exercise of) stock splits, reclassifications, warrants, options or non-cash dividends and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Charged Shares or other shares constituting Collateral, but shall not include Dividends. “Dividends...
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Examples of Charge and Memorandum in a sentence

  • This Charge and Memorandum may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

  • This Charge and Memorandum is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

  • Unless otherwise defined herein or the context otherwise requires, terms used in this Charge and Memorandum, including its preamble and recitals, have the meanings provided in the Credit Agreement.

  • Sections 93 (restricting the rights of consolidation) and 103 (restricting the right of sale) of the Law of Property Act, 1925 shall not apply to the security evidenced by this Charge and Memorandum.

  • Captions used in this Charge and Memorandum are for convenience of reference only, and shall not affect the construction of this Charge and Memorandum.

  • No amendment to or waiver of any provision of this Charge and Memorandum nor consent to any departure by the Depositor herefrom shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Depositor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

  • The Chargor agrees that all Charged Shares (and all other shares constituting Collateral) delivered by the Chargor pursuant to this Charge and Memorandum will be accompanied by duly executed undated blank stock transfer forms, or other equivalent instruments of transfer reasonably acceptable to the Chargee.

  • The Depositor hereby indemnifies and holds harmless the Administrative Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Charge and Memorandum (including enforcement of this Charge and Memorandum), except claims, losses or liabilities resulting from the Administrative Agent’s gross negligence or wilful misconduct.

  • Wherever possible each provision of this Charge and Memorandum shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Charge and Memorandum shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Charge and Memorandum.

  • No amendment to or waiver of any provision of this Charge and Memorandum nor consent to any departure by the Chargor herefrom shall be effective unless the same shall be in writing and signed by the Chargor and the Chargee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.