Permitted Pledgee definition

Permitted Pledgee has the meaning given in Clause ‎10.2.1.
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Permitted Pledgee means, at any time, PTFI, PTII and each directly owned Restricted Subsidiary of any PCA Loan Party (or of any other Restricted Subsidiary (other than a CFC) that is not a PCA Loan Party but is not precluded from pledging Equity Interests) and each subsequently acquired or organized subsidiary of FCX or any Guarantor (or such a non-Guarantor), other than (i) any Indonesian Subsidiary (other than PTFI and PTII) and (ii) subsidiaries the Equity Interests in which are precluded from being pledged by the terms of their issuer’s (or such issuer’s subsidiary’s) organizational documents (including shareholders and similar agreements) or by applicable Project Financing Documents.
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Permitted Pledgee has the meaning provided in Section 5(k).
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Examples of Permitted Pledgee in a sentence

  • Each relevant Party warrants to each other Party on the date of this Agreement that the Permitted Pledgee is not an Ineligible Person for the purposes of this Agreement and such warranty is deemed repeated by each Party on each day after the date hereof until the earlier of: (i) the day such Party ceases to hold an interest in any Shares; and (ii) this Agreement is otherwise terminated, by reference to the facts and circumstances existing on each such date.

  • The Financing Shareholder acknowledges and agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the Permitted Pledgee and that the Financing Shareholder shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

  • Any Transfer of the Pledged Shares by or on behalf of the relevant Financing Shareholder to a party other than the Permitted Pledgee upon a foreclosure thereon following an event of default under any Permitted Financing shall be subject to, and shall comply with, Clauses 11, 13, 14 and 15 hereof (including the requirement to enter into a Deed of Adherence pursuant to Clause 11.2).

  • If the Permitted Pledgee notifies the Company that the Person who defaulted on its obligations has cured such default, the Member that is Controlled by such Person, along with its Member Group shall be entitled to designate the number of Member Representatives they would otherwise be entitled.

  • In the event that Secured Party shall have pledged any Share Collateral consisting of shares of Free Stock to a Permitted Pledgee pursuant to Section 5(k), any delivery of such Collateral to Secured Party from the Collateral Account pursuant to the second preceding sentence shall be deemed to have occurred (regardless of whether such Permitted Pledgee returns such Collateral to Secured Party).

  • If the Permitted Pledgee notifies the Company that the Member who defaulted on its obligations has cured such default, the Member and its Member Group shall be entitled to designate whatever number of Member Representatives they would otherwise be entitled.


More Definitions of Permitted Pledgee

Permitted Pledgee means, at any time, PTFI and each directly owned Restricted Subsidiary of any PCA Loan Party (or of any other Restricted Subsidiary (other than a CFC) that is not a PCA Loan Party but is not precluded from pledging Equity Interests) and each subsequently acquired or organized subsidiary of FCX or any Guarantor (or such a non-Guarantor), other than (i) any Indonesian Subsidiary (other than PTFI) and (ii) subsidiaries the Equity Interests in which are precluded from being pledged by the terms of their issuer’s (or such issuer’s subsidiary’s) organizational documents (including shareholders and similar agreements) or by applicable Project Financing Documents.
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Permitted Pledgee means any Person to which a Group A Stockholder or ----------------- Group B Stockholder has pledged any Equity Securities in accordance with Section 3.2(d) and which has agreed to be bound in writing by the provisions of this Agreement and the Voting Agreement. Upon the foreclosure of a Pledge, the applicable Permitted Pledgee of a Group A Stockholder will be deemed a Group A Stockholder for the purposes of this Agreement and the applicable Permitted Pledgee of a Group B Stockholder will be deemed a Group B Stockholder for the purposes of this Agreement.
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Permitted Pledgee shall have the meaning given in Section 8.4 -----------------
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Permitted Pledgee means, at any time, each directly owned Restricted Subsidiary of any Loan Party (or of any other Restricted Subsidiary (other than a CFC) that is not a Loan Party but is not precluded from pledging Equity Interests) and each subsequently acquired or organized subsidiary of the Borrower or any Guarantor (or such a non-Guarantor), other than (i) any Indonesian Subsidiary and (ii) subsidiaries the Equity Interests in which are precluded from being pledged by the terms of their issuer’s (or such issuer’s subsidiary’s) organizational documents (including shareholders and similar agreements) or by applicable Project Financing Documents.
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Related to Permitted Pledgee

  • Registered Pledgee has the meaning set forth in the Titling Trust Agreement.

  • Note Pledgee shall have the meaning assigned to such term in Section 14(c).

  • Servicing Rights Pledgee One or more lenders, selected by the Servicer, to which the Servicer may pledge and assign all of its right, title and interest in, to and under this Agreement.

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Permitted Receivables Financing means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which it sells, conveys or contributes to capital or otherwise transfers (which sale, conveyance, contribution to capital or transfer may include or be supported by the grant of a security interest in) Receivables or interests therein and all collateral securing such Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables, any guarantees, indemnities, warranties or other obligations in respect of such Receivables, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the “Related Assets”), all of which such sales, conveyances, contributions to capital or transfers shall be made by the transferor for fair value as reasonably determined by the Borrower (calculated in a manner typical for such transactions including a fair market discount from the face value of such Receivables) (a) to a trust, partnership, corporation or other Person (other than the Borrower or any Subsidiary other than any Receivables Financing Subsidiary), which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in such Receivables and Related Assets, or (b) directly to one or more investors or other purchasers (other than the Borrower or any Subsidiary), it being understood that a Permitted Receivables Financing may involve (i) one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein (such as a sale, conveyance or other transfer to any Receivables Financing Subsidiary followed by a pledge of the transferred Receivables and Related Assets to secure Indebtedness incurred by the Receivables Financing Subsidiary), and all such transfers, pledges and Indebtedness incurrences shall be part of and constitute a single Permitted Receivables Financing, and (ii) periodic transfers or pledges of Receivables and/or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein, provided that any such transactions shall provide for recourse to such Subsidiary (other than any Receivables Financing Subsidiary) or the Borrower (as applicable) only in respect of the cash flows in respect of such Receivables and Related Assets and to the extent of breaches of representations and warranties relating to the Receivables, dilution of the Receivables, customary indemnities and other customary securitization undertakings in the jurisdiction relevant to such transactions.

  • Pledgee shall have the meaning set forth in the first paragraph hereof.

  • Permitted Receivables Documents means all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

  • Permitted Holders means, at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders specified in clauses (i) and (ii) above, holds more than 50% of the total voting power of the Voting Stock thereof and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders specified in clauses (i) and (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the Permitted Holders specified in clauses (i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

  • Securitization Repurchase Obligation means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

  • Permitted Investor means collectively, Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP and Energy Capital Partners-D, LP, Quantum Strategic Partners, and each of their Permitted Transferees (as defined in the Investors Agreement, dated as of March 29, 2018, by and among the Parent and the other signatories thereto).

  • Non-Lead Securitization Noteholder herein shall mean the Non-Lead Securitization Subordinate Class Representative under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer) has been given written notice. The Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of a “Non-Lead Securitization Noteholder” herein or under the Servicing Agreement and, to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement shall designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer acting on its behalf) (such party, the “Non-Lead Securitization Noteholder Representative”); provided that, in the absence of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Lead Securitization Noteholder Representative with respect to such Non-Controlling Note for all purposes of this Agreement. Prior to Securitization of any Non-Lead Securitization Note by the Non-Lead Securitization Noteholder (including any New Notes), all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to each Non-Lead Securitization Noteholder Representative and, when so delivered to each Non-Lead Securitization Noteholder Representative, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement. Following Securitization of any Non-Lead Securitization Notes by the Non-Lead Securitization Noteholder, all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement.

  • Issuer Person is defined in Section 10.02(d).

  • Permitted Receivables Related Assets means any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables and any collections or proceeds of any of the foregoing.

  • Special Purpose Receivables Subsidiary means a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law).

  • Permitted Investors the collective reference to the Sponsor and its Control Investment Affiliates.

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.

  • Permitted Securitization Documents means all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing.

  • Successor in Interest of Borrower means any party that has taken title to the Property, whether or not that party has assumed Borrower’s obligations under the Note and/or this Security Instrument.

  • Special Purpose Subsidiary means any (a) not-for-profit Subsidiary, (b) captive insurance company or (c) Receivables Subsidiary and any other Subsidiary formed for a specific bona fide purpose not including substantive business operations and that does not own any material assets, in each case, that has been designated as a “Special Purpose Subsidiary” by the Borrower.

  • Receivables Financing means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries); and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

  • Non-Lead Securitization Note Holder means any holder of a Non-Lead Securitization Note.

  • Controlling Noteholder means as of any date of determination the holder or holders of a majority of the Lead Securitization Note. At any time the Lead Securitization Note is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement.

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Sale or Pledge means a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, pledge, grant of option or other transfer or disposal of a legal or beneficial interest, whether direct or indirect.

  • Controlling Note means Note A-1.

  • Non-Lead Securitization means any Securitization of a Note in a Securitization Trust other than the Lead Securitization.