Holdco Pledgors definition

Holdco Pledgors means the Offshore ESOP SPVs.

Examples of Holdco Pledgors in a sentence

  • Each of the Borrower, the Holdco Pledgors and any person that becomes a Guarantor shall, subject to these Security Principles, grant Transaction Security over all of its material assets (present and future), provided that (where possible) such Transaction Security to be granted will comprise of fixed and floating security (or the nearest equivalent under applicable law) over all present and future assets of the Borrower, such Holdco Pledgor or such person (as the case may be).

  • All of the Equity Interests in Holdco (that are, or will on and from the Closing Date be, legally and beneficially owned by the Borrower and the Holdco Pledgors) are, or will on and from the Closing Date be, free from any Security, claims, third party rights or competing interests other than Transaction Security.

  • Each of the Borrower, the Holdco Pledgors and any person that becomes a Guarantor shall, subject to these Security Principles, grant Transaction Security over all of its material assets (present and future), provided that (where possible) such Transaction Security to be granted will comprise of fixed and floating security (or the nearest equivalent under applicable law) over all present and future assets of such Obligor or person.

  • Except as may arise under the Transaction Documents and for Merger Costs or as expressly contemplated by the Structure Memorandum, before the Closing Date none of the Borrower, the Borrower Shareholder, the Holdco Pledgors, the Onshore ESOP SPV, the Offshore Rollover SPV, Holdco, the Parent or the Company has traded or incurred any liabilities or commitments (actual or contingent, present or future) other than as permitted by Clause 23.9 (Holding Companies).

  • In the event that Holdco becomes wholly-owned (in the aggregate) directly or indirectly by one or more of the Borrower and the Holdco Pledgors, each Obligor shall ensure that as soon as reasonably practicable thereafter (and in any event within 90 days) Holdco shall become party to this Agreement as an Additional Guarantor.

Related to Holdco Pledgors

  • Pledgors means the Vehicle Trust, BMW LP and the Transferor.

  • Holdings Pledge Agreement means the Pledge Agreement of even date herewith executed by Holdings in favor of Agent, on behalf of itself and Lenders, pledging all Stock of Borrower.

  • Equity Pledge Agreement means that certain Equity Pledge Agreement, dated as of the Closing Date, by and between the Equityholder and the Collateral Agent.

  • Borrower Pledge Agreement means the Pledge Agreement of even date herewith executed by Borrower in favor of Agent, on behalf of itself and Lenders, pledging all Stock of its Subsidiaries, if any, and all Intercompany Notes owing to or held by it.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Foreign Pledge Agreements means, collectively those certain pledge agreements among the Borrower Parties, or any of them, and the Agent for the benefit of the Agent and the other Lenders pursuant to which one or more Borrower Parties may pledge up to and including sixty-five percent (65%) of the equity interests of directly-owned Foreign Subsidiaries.

  • Company Pledge Agreement means the Company Pledge Agreement executed and delivered by Company on the Closing Date, substantially in the form of Exhibit XIII annexed hereto, as such Company Pledge Agreement may thereafter be amended, supplemented or otherwise modified from time to time.

  • Parent Guarantors means the Company, Holdings I, Holdings II, Holdings III, Holdings IV and Holdings V.

  • OpCo has the meaning set forth in the Preamble.

  • Stock Pledge Agreements means one or more stock pledge agreements, in form and substance satisfactory to Agent, executed and delivered by Borrower and the Guarantors to Agent.

  • Subsidiary Pledge Agreement means the pledge agreement, dated as of February 1, 2000, between the Subsidiary Guarantors and the Administrative Agent, as the same shall be modified and supplemented and in effect from time to time. The Subsidiary Pledge Agreement as in effect on the Effective Date is attached as Exhibit E hereto.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Canadian Pledge Agreement means a pledge agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by the Borrower and each Guarantor that is a Canadian Subsidiary, pursuant to which each such Person pledges to the Collateral Agent all of its right, title and interest in and to all Stock of each Subsidiary in which it has an interest, as the same may be amended, restated, supplemented or otherwise modified from time to time.

  • Initial Pledged Shares means, collectively, with respect to each Pledgor, the issued and outstanding shares of capital stock of each issuer described in Schedule 11 annexed to the Perfection Certificate together with all rights, privileges, authority and powers of such Pledgor relating to such interests in each such issuer or under any Organizational Document of each such issuer, and the certificates, instruments and agreements representing such shares of capital stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to the Initial Pledged Shares.

  • Canadian Subsidiaries means the Subsidiaries (other than the Canadian Parent) organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Holdco has the meaning set forth in the Preamble.

  • Foreign Pledge Agreement means a pledge or charge agreement granting a Lien on Equity Interests in a Foreign Subsidiary to secure the Secured Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary and in form and substance reasonably satisfactory to the Administrative Agent.

  • Parent Pledge Agreement means that certain Pledge Agreement, dated of the date hereof, made by Parent in favor of Agent.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Luxco is defined in the Preamble.

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Non-Guarantor Subsidiary means any Restricted Subsidiary that is not a Guarantor.

  • Initial Borrower has the meaning set forth in the preamble hereto.