UK Charge Over Shares definition

UK Charge Over Shares means that certain charge over shares, dated of even date herewith, made by Constar Foreign Holdings, Inc. in respect of its shares in Constar UK, in favor of Agent, for the benefit of the Secured Parties, as the same may be amended, restated and/or modified from time to time.
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UK Charge Over Shares the Charge Over Shares, dated as of the date hereof made by the Company in favor of the Collateral Agent, as amended, supplemented or otherwise modified or replaced from time to time substantially in the form of Exhibit K.
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UK Charge Over Shares the Charge Over Shares to be executed and delivered by the Borrower on the date hereof, substantially in the form of Exhibit A-3.
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Examples of UK Charge Over Shares in a sentence

  • The Collateral Trustee shall have received from Recorded Books a counterpart of the UK Charge Over Shares executed on behalf of such party.

  • The Administrative Agent shall have received evidence that the Borrower has appointed CKX UK Holdings to be its agent for service of process in connection with the UK Charge Over Shares.

  • The Required Lenders agree that the UK Charge Over Shares granted by Kxxxxx NC Inc.

  • The UK Charge Over Shares is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof.

  • In the case of the Pledged Stock described in the UK Charge Over Shares, the UK Charge Over Shares shall constitute a fully perfected Lien on, and security interest in, such Pledged Stock of the Material Subsidiary organized under the laws of the United Kingdom when stock certificates representing such Pledged Stock are delivered to the Collateral Agent and upon any applicable registration of the share charges at the Companies House.

  • This Amendment, duly executed by the Borrower and the Guarantors, and the Amended and Restated UK Charge Over Shares, duly executed by Kxxxxx NC Inc.

  • Provisions of this Agreement, if any, which are in direct and irreconcilable conflict with provisions of the UK Charge Over Shares shall be superseded by such conflicting provisions of the UK Charge Over Shares to the extent of such conflict and shall have no binding effect hereunder.

  • The Agent shall have received from Recorded Books a counterpart of the UK Charge Over Shares executed on behalf of such party.

  • The Administrative Agent shall have received evidence that Holdings has appointed the Borrower to be its agent for service of process in connection with the UK Charge Over Shares.

  • Otherwise, all of the provisions of both this Agreement and the UK Charge Over Shares shall be applicable and binding upon each of the parties hereto and thereto to the extent a party hereto and thereto.


More Definitions of UK Charge Over Shares

UK Charge Over Shares means the charge over shares dated on or about the date hereof in form and substance satisfactory to Collateral Agents and entered into among US Borrower and Collateral Agents, pursuant to which US Borrower charges (a) in favor of US Collateral Agent, for the ratable benefit of the US Secured Parties, 66% (or such lesser amount to eliminate fractional shares) of the Equity Interests in SGS-UK Holdings Ltd., and (b) in favor of Canadian Collateral Agent, for the ratable benefit of the Canadian Secured Parties, 100% of the Equity Interests in SGS-UK Holdings Ltd., as amended, restated, supplemented or otherwise modified from time to time.
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UK Charge Over Shares collectively, (i) the charge over shares dated the Original Closing Date entered into between USCo and the Security Trustee; and (ii) the charge over shares dated the Original Closing Date entered into between Holdings and the Security Trustee, each in respect of the Capital Stock of Borrower and each as amended and/or restated, supplemented, varied or novated from time to time.
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UK Charge Over Shares means the charge over shares dated on or about the Closing Date substantially in the form of Exhibit I-7 to the Existing First Lien Credit Agreement and entered into between Audatex Holding GmbH and the Collateral Agent, pursuant to which Audatex Holding GmbH charged in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, the Capital Stock of U.K. Obligor to secure the Obligations of the Euro Borrowers and each Foreign Guarantor.
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UK Charge Over Shares means the charge over shares dated on or about the Closing Date substantially in the form of Exhibit I-7 to the 2006 Credit Agreement and entered into between Audatex (Schweiz) GmbH (formerly Audatex Holding GmbH) and the Collateral Agent, pursuant to which Audatex (Schweiz) GmbH (formerly Audatex Holding GmbH) charged in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, the Capital Stock of Audatex U.K. to secure the Obligations of the Euro Borrowers and each Foreign Guarantor.
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Related to UK Charge Over Shares

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Party B Interim Exchange Amount In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the Dollar Currency Exchange Rate.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Rollover Shares has the meaning given in the recitals.

  • Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Share Charge shall have the meaning provided in Section 5.06.

  • Fair Share Shortfall means, with respect to a Contributing Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Contributing Guarantor over the Aggregate Payments of such Contributing Guarantor. “Adjusted Maximum Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty or a Related Guaranty, in each case determined in accordance with the provisions hereof and thereof; provided that, solely for purposes of calculating the “Adjusted Maximum Amount” with respect to any Contributing Guarantor for purposes of this paragraph 2, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder or under any similar provision contained in a Related Guaranty shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty and the Related Guaranties (including, without limitation, in respect of this paragraph 2 or any similar provision contained in a Related Guaranty). The amounts payable as contributions hereunder and under similar provisions in the Related Guaranties shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this paragraph 2 or any similar provision contained in a Related Guaranty shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder or under a Related Guaranty. Each Contributing Guarantor under a Related Guaranty is a third party beneficiary to the contribution agreement set forth in this paragraph 2.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Class A-L Regular Interests The Class A-1A-L, Class A-1B-L and Class A-1C-L Regular Interests.

  • Flip-over Stock means the capital stock (or similar equity interest) with the greatest voting power in respect of the election of directors (or other persons similarly responsible for direction of the business and affairs) of the Flip-Over Entity.

  • Party A Interim Exchange Amount In respect of each Interim Exchange Date, an amount in Dollars equal to the principal amount of the Relevant Notes redeemed on such Interim Exchange Date.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Class A Shares means Class A ordinary shares, par value US$0.0001 per share, in the share capital of the Company.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Class C Shares means the shares of Class C common stock of the Company.

  • Class B Investor Interest means, on any date of determination, an amount equal to (a) the Class B Initial Investor Interest, minus (b) the aggregate amount of principal payments made to Class B Certificateholders prior to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for all prior Transfer Dates pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated Class B Principal Collections allocated pursuant to subsection 4.12(a) on all prior Transfer Dates for which the Collateral Interest Amount has not been reduced, minus (e) an amount equal to the amount by which the Class B Investor Interest has been reduced on all prior Transfer Dates pursuant to subsection 4.10(a) and plus (f) the aggregate amount of Excess Spread allocated and available on all prior Transfer Dates pursuant to subsection 4.11(d) for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the Class B Investor Interest may not be reduced below zero.