Common use of Pledged Shares Clause in Contracts

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests directly owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each Material Foreign Subsidiary directly owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and 2(c) below, the “Pledged Shares”), including, but not limited to, the following, subject to the limitations set forth in clause (ii) above to the extent applicable:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests directly owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five six percent (6566%) (or, if less, the full amount owned by such Pledgor)) (or if greater, or such greater percentage owned by such Pledgor that, due to a change in an applicable Law after the date hereof, (1) in the good faith opinion of such Pledgor, could not reasonably be expected to cause any material adverse tax consequences to such Pledgor or its Affiliates, including the undistributed earnings of such Material a Foreign Subsidiary as determined for United States federal income tax purposes Subsidiary, described below, to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse as determined for United States federal income tax consequencespurposes) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each Material Foreign Subsidiary directly owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and 2(c) below, the “Pledged Shares”), including, but not limited to, the following, subject to the limitations set forth in clause (ii) above to the extent applicable:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests directly owned by such Pledgor of each Domestic Subsidiary (other than a Foreign Subsidiary Holding Company) owned directly by such Pledgor set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary or any Foreign Subsidiary of a Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent, such Foreign Subsidiary Holding Company or such Foreign Subsidiary Holding Company’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each Material Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and 2(c) below, the “Pledged Shares”), including, but not limited to, the following, subject to the limitations set forth in clause (ii) above to the extent applicable:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests of each Domestic Subsidiary (including, without limitation, each Domestic Subsidiary that is a Delaware Divided LLC) directly owned by such Pledgor of each Domestic Subsidiary Pledgor, including the Equity Interests set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law after the date hereof, (1A) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Non-Voting Equity”) of each Foreign Subsidiary (other than any Immaterial Foreign Subsidiary), in each case, directly owned by such Pledgor Pledgor, including the Equity Interests of each Material Foreign Subsidiary directly the Subsidiaries owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and Section 2(c) below, the “Pledged Shares”), including, but not limited to, the following, subject to the limitations set forth in clause (ii) above to the extent applicable:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests of each Domestic Subsidiary (including, without limitation, each Domestic Subsidiary that is a Delaware Divided LLC) directly owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law after the date hereofClosing Date, (1A) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Non-Voting Equity”) of each Foreign Subsidiary (other than any Immaterial Foreign Subsidiary), in each case, directly owned by such Pledgor, including the Equity Interests of the Subsidiaries owned by such Pledgor of each Material Foreign Subsidiary directly owned by such Pledgor and set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and Section 2(c) below, the “Pledged Shares”), including, but not limited to, the following, subject to the limitations set forth in clause (ii) above to the extent applicable:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) % of the issued and outstanding Equity Interests Capital Stock of each Domestic Subsidiary (other than any such Subsidiary that is a Foreign Subsidiary Holding Company) directly owned by such Pledgor of each Domestic Subsidiary Guarantor, including, but not limited to, as set forth on Schedule 2(a) Annex II attached hereto and (ii) sixty-five percent 65% (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Equity Interests Capital Stock entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) % of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor Guarantor of each Material Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by such Pledgor Guarantor, including, but not limited to, as set forth on Schedule 2(a) Annex II attached hereto, and in each case together with the certificates (or other agreements or instruments), if any, representing such Equity InterestsCapital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests Capital Stock described in Section 2(b3.4(b) and 2(c3.4(c) below, the “Pledged Shares”), including, but not limited towithout limitation, the following, subject to the limitations set forth in clause (ii) above to the extent applicable:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) % of the issued and outstanding Equity Interests directly owned by such Pledgor Capital Stock of each Domestic Subsidiary (other than any such Subsidiary that is a Foreign Subsidiary Holding Company) directly owned by Borrower as set forth on Schedule 2(a) Exhibit D attached hereto and (ii) sixty-five percent 65% (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Equity Interests Capital Stock entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) % of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor Borrower of each Material Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by such Pledgor Borrower set forth on Schedule 2(a) Exhibit D attached hereto, and in each case together with the certificates (or other agreements or instruments), if any, representing such Equity InterestsCapital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests Capital Stock described in Section 2(b3.4(b) and 2(c3.4(c) below, the “Pledged Shares”), including, but not limited towithout limitation, the following, subject to the limitations set forth in clause (ii) above to the extent applicable:

Pledged Shares. (i) One With respect to each Domestic Subsidiary, each other Material Subsidiary and each Foreign Subsidiary that is not an Excluded Foreign Subsidiary, in each case set forth on Schedule 2(a) attached hereto, one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests directly owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto such Subsidiary; and (ii) with respect to each Excluded Foreign Subsidiary, sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Material Excluded Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent Borrower and (2) could not reasonably be expected to cause any material adverse tax consequences) consequences to Borrower), of the issued and outstanding shares of Voting Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) Interests, and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each Material Excluded Foreign Subsidiary directly owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and 2(c) below, the “Pledged Shares”), including, but not limited to, the following, subject to the limitations set forth in clause (ii) above to the extent applicable:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any CFC Holdco) that is directly owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law after the date hereof, (1A) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary or such CFC Holdco as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such CFC Holdco’s, as applicable, United States parent and (2B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) in each Foreign Subsidiary and each CFC Holdco directly owned by such Pledgor, including the Equity Interests of the Subsidiaries owned by such Pledgor of each Material Foreign Subsidiary directly owned by such Pledgor as set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section Sections 2(b) and 2(c) below, the “Pledged Shares”), including, but not limited to, the following, subject to the limitations set forth in clause (ii) above to the extent applicable:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests of each Domestic Subsidiary (including, without limitation, each Domestic Subsidiary that is a Delaware Divided LLC) directly owned by such Pledgor of each Domestic Subsidiary Pledgor, including the Equity Interests set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law after the date hereof, (1A) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) (“Non-Non- Voting Equity”) of each Foreign Subsidiary (other than any Immaterial Foreign Subsidiary), in each case, directly owned by such Pledgor Pledgor, including the Equity Interests of each Material Foreign Subsidiary directly the Subsidiaries owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and Section 2(c) below, the “Pledged Shares”), including, but not limited to, the following, subject to the limitations set forth in clause (ii) above to the extent applicable: