Pledge and Security Interest definition

Pledge and Security Interest. Collateral" means all of the assets of the Cyprus Entity and of any other direct or indirect Subsidiary where such pledge shall not create a "deemed dividend" under U.S. tax law, a 100 per cent (100%) interest in all of the Capital Stock of the Cyprus Entity, and, as to all other direct Subsidiaries of the Issuer, whether in existence at the time of the closing of this Indenture or thereafter formed, reconstituted or otherwise acquired in any manner, whether or not named herein, a sixty-six per cent (66%) interest in any such entity where a pledge of Capital Stock of a greater percentage would create "deemed dividend" for U.S. tax purposes and one hundred per cent (100%) interest in the Capital Stock where the pledge will not create a "deemed dividend". Notwithstanding anything above to the contrary, Issuer shall be permitted to own one hundred percent 100% of SC98A, s.r.o. so long as one hundred percent 100% of the Capital Stock of 21st Century is owned by SC98A, s.r.o. and sixty-six percent (66%) of the Capital Stock of 21st Century is pledged to secure repayment of the Finance Note. Alternatively, and notwithstanding anything above to the contrary, the Capital Stock of 21st Century may be conveyed to a Wholly Owned Subsidiary of Issuer, ("Newco") and the Security Interest in the Capital Stock 21st Century released so long as sixty-six percent (66%) of the Capital Stock of Newco is pledged to secure repayment of the Finance Note. In the event the Capital Stock of 21st Century is transferred to SC98A, s.r.o., the Issuer shall promptly take all reasonable action necessary to replace SC98A, s.r.o. with a Wholly Owned Subsidiary (the "Substitute Entity") of TWG International, sixty-six (66%) of the Capital Stock of which Substitute Entity shall be pledged to secure repayment of the Finance Note. TWG may own one percent (1%) of Newco or the Substitute Entity so long as such interest is pledged by TWG to secure repayment of the Securities. All references herein to the "Security Interest" and to the "Lien of this Indenture" shall be deemed to mean and refer to the Liens granted to the Trustee and the Holders pursuant to the terms of the Collateral Agreements.
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Examples of Pledge and Security Interest in a sentence

  • Pursuant to the terms of the Commercial Pledge Agreement, Mr. Varner issued written notice, to the attention of his financial adviser Mark Spitzer at McDonald Investments, that Sky Bank had been granted a security interest in the Stock Account; and Mr. Varner requested McDonald to sign and return to Sky Bank an attached Control Agreement and Acknowledgment of Pledge and Security Interest (“the Control Agreement”).

  • Step 13 Click the + icon to expand Subnet.Step 14 In the Create Subnet dialog box, perform the following actions:a) In the IP address field, enter the IP address and network mask for the external network.b) In the Scope field, check the appropriate check boxes to control the import and export of prefixes for the L3Out.Note For more information about the scope options, see the online help for this Create Subnet panel.

  • The loan evidenced by this Note is secured by a first priority security interest in all of the assets of the Company, including, without limitation, the pledge by the Company of its right, title and interest in each of its subsidiaries, pursuant to that certain Pledge and Security Interest, dated as of the date hereof (the “Security Agreement”), by and among the Holder, the Company and Universal Trading Technologies Corporation, a Delaware corporation and majority-owned subsidiary of the Company.

  • As part of this Pledge and Security Interest provided by the Purchaser to the Seller, the Purchaser agrees that it will not dispose of any real assets (i.e., land, building, or equipment) without the Seller’s prior written consent until full payment of the Purchase Price as set out in Clause 3.1.

  • Pledge and Security Interest Absolute................................8 Section 5.

  • As part of this Pledge and Security Interest provided by the Purchaser to the Seller, the Purchaser agrees that it will not dispose of any material assets without the Seller’s prior written consent until full payment of the Purchase Price as set out in Clause 3.1.

  • Obligations Under this Indenture 40 Section 8.3..............................Inspection of the Bond Register 40 Section 8.4.....................Priority of Pledge and Security Interest 41 Section 8.5.....

  • The loan evidenced by this Note is secured by a first priority security interest in all of the assets of the Company, including, without limitation, the pledge by the Company of its right, title and interest in each of its subsidiaries, pursuant to that certain Pledge and Security Interest, dated as of the date hereof (the "Security Agreement"), by and among the Holder, the Company and Universal Trading Technologies Corporation, a Delaware corporation and majority-owned subsidiary of the Company.

  • For example, where Competition and/or training in a sport is organized and carried out on a collective basis rather than on an individual basis, involving Team Activities, an International Federation or National Anti- Doping Organization may (in its absolute discretion) decide that it is sufficient to collect whereabouts information from the Athlete’s team during such periods of Team Activity, without requiring the Athlete to provide further information for those periods.

Related to Pledge and Security Interest

  • Pledge and Security Agreement means the Pledge and Security Agreement to be executed by Company and each Guarantor substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time.

  • Prior Security Interest means a valid and enforceable perfected first-priority security interest under the Uniform Commercial Code in the Collateral which is subject only to statutory Liens for taxes not yet due and payable or Purchase Money Security Interests.

  • Permitted Security Interest means any Security Interest:

  • Permitted Security Interests means (i) any Security Interest for taxes, assessments or governmental charges or levies which relate to obligations not yet due and delinquent, (ii) easements, servitudes, encroachments and other minor imperfections of title which do not, individually or in the aggregate, detract from the value of or impair the use or marketability of any real property, and (iii) undetermined or inchoate Security Interests arising or potentially arising under statutory provisions which have not at the relevant time been filed or registered in accordance with applicable laws or of which written notice has not been given in accordance with applicable laws;

  • Loan and Security Agreement “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.

  • Guaranty and Security Agreement means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by each of the Loan Parties to Agent.

  • Guarantee and Security Agreement means that certain Guarantee, Pledge and Security Agreement, dated as of the Effective Date, among the Borrower, the Subsidiary Guarantors, the Administrative Agent, each holder (or a representative, agent or trustee therefor) from time to time of any Secured Longer-Term Indebtedness, and the Collateral Agent.

  • Security Interest means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law).

  • Security Interests means the security interests in the Collateral created hereby.

  • First Priority Obligations means, collectively, (i) the Credit Agreement Secured Obligations, (ii) each Series of Other First-Priority Obligations and (iii) any other First-Priority Hedging Obligations and First-Priority Cash Management Obligations (which shall be deemed to be part of the Series of Other First-Priority Obligations to which they relate to the extent provided in the applicable Other First-Priority Agreement).

  • Purchase Money Security Interest means Liens upon tangible personal property securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.

  • First Priority Secured Parties means the First Priority Representative, the First Priority Creditors and any other holders of the First Priority Obligations.

  • First Priority Liens means all Liens that secure the First Priority Lien Obligations.

  • Pledge Agreement Collateral means all "Collateral" as defined in the Pledge Agreement.

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • Subsidiary Security Agreement each Security Agreement made by each of the Subsidiary Guarantors (including any security agreement executed and delivered pursuant to subsection 8.17) in favor of the Administrative Agent for the benefit of the Lenders, substantially in the form of Exhibit K hereto, as the same may be amended, supplemented or otherwise modified from time to time.

  • Security Agreement Collateral means all "Collateral" as defined in the Security Agreement.

  • UK Security Agreement means each of the security documents expressed to be governed by the laws of England (as modified, supplemented, amended or amended and restated from time to time) covering certain of such UK Loan Party’s present and future UK Collateral.

  • Acceptable Security Interest in any Property means a Lien which (a) exists in favor of the Administrative Agent for the benefit of the Secured Parties, (b) is superior to all Liens or rights of any other Person in the Property encumbered thereby other than Permitted Subject Liens, (c) secures the Obligations, and (d) is perfected and enforceable.

  • IP Security Agreements means the Copyright Security Agreement, the Trademark Security Agreement and the Patent Security Agreement.

  • Guarantor Security Agreement means any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

  • Pledge Agreements means the Holdings Pledge Agreement, the Borrower Pledge Agreement and any other pledge agreement entered into after the Closing Date by any Credit Party (as required by the Agreement or any other Loan Document).

  • First Priority means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

  • Patent Security Agreements means the Patent Security Agreements made in favor of Agent, on behalf of itself and Lenders, by each applicable Credit Party.

  • Second Priority Collateral Documents means the Noteholder Collateral Documents and any other agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Second Priority Claims or under which rights or remedies with respect to such Liens are at any time governed.

  • First Priority Documents means the First Priority Agreement, each First Priority Security Document and each First Priority Guarantee.