Share Pledges Clause Examples
A Share Pledges clause establishes the terms under which a shareholder can use their shares as collateral for a loan or other financial obligation. Typically, this clause outlines the process for creating a pledge, the rights of the pledgee (lender), and any restrictions or approvals required from the company or other shareholders before shares can be pledged. For example, it may require board consent or notification to other shareholders before a pledge is made. The core function of this clause is to regulate and control the use of company shares as security, thereby protecting the interests of the company and other shareholders from unwanted changes in share ownership or control in the event of default.
Share Pledges. Borrower shall, within sixty (60) days of the Closing Date, cause to be delivered to Collateral Agent such documents and agreements as Collateral Agent reasonable deems necessary to perfect Collateral Agent’s security interest in Shares of Borrower’s Foreign Subsidiaries, except to the extent (i) prohibited by applicable law, and (ii) prohibited by the documents governing such Shares.
Share Pledges. With respect to share pledges over Equity Interests, unless required by applicable law as the only means of procuring a security interest, but provided also that the Security Trustee shall not be required to accept such transfer if it may be prejudiced thereby, the taking of security shall not require transfer of legal title to the pledged Equity Interests to the Security Trustee. Until the occurrence of an Enforcement Event, (a) the pledgor of Equity Interests constituting New Security shall be permitted to exercise voting rights with respect to the Equity Interests pledged in such manner as it sees fit, provided that such exercise would not constitute a default under any Relevant Document; (b) the pledgor of the Equity Interests constituting the New Security shall be permitted to receive and retain dividends and other distributions on such Equity Interests except to the extent otherwise required by Section 4.03 (Asset Sales); and (c) to the extent that legal title to the pledged Equity Interests is vested in the Security Trustee, the documentation of the pledge of such Equity Interests shall provide that the Security Trustee, as the holder of such Equity Interests, shall (subject to the terms of the Security Trust and Intercreditor Deed) be required to pay all dividends and distributions on such Equity Interests and exercise all voting and other rights with respect to such Equity Interests in such manner as the pledgor of such Equity Interests may reasonably direct, provided that any such action by the Security Trustee would not result in a default under any Relevant Document.
Share Pledges. See 2.1(b)(i)-(ii).
Share Pledges. ADV and Beacon shall, without further consideration, cooperate with the Investors and take all actions to release, or cause to be released, the Share Pledges on and subject to Closing and the issuance of Ordinary Shares pursuant to the ADV’s exercise of its conversion right under the Note. Three (3) days prior to the Closing, ADV and Beacon shall execute, deliver and file all filled, pre-signed or otherwise required agreements, certificates, instruments, letters or any other documents to effect the release of the Share Pledges, for Company’s legal counsel to hold in escrow until being simultaneously released upon the issuance of Ordinary Shares pursuant to the ADV’s exercise of its conversion right under the Note and Section 3 herein. In the event this Agreement is terminated, the Company shall procure that all documents held in escrow pursuant to the foregoing sentence shall be immediately returned to ADV.
Share Pledges. In the event that in any one year Ratio Period ("THE DETERMINING RATIO PERIOD"):
41.1.1. Partner shall (as of the end of the Determining Ratio Period) have made payment under the Facilities to the Participating Banks (disregarding for this purpose, any repayment or prepayment capable of being reborrowed under this Agreement) of an amount equal to half the amount of the Total Commitments; and
41.1.2. (a) if the Determining Ratio Period falls during the period 2003-2007 (inclusive), each of the Facility Debt Cover Ratio, Total Debt Cover Ratio, Fixed Charge Coverage Ratio and ADSCR for the one year Ratio Period immediately preceding the Determining Ratio Period was not less than 135% (one hundred and thirty-five percent) of such minimum ratio required for such immediately preceding one year Ratio Period pursuant to the table in clause 16.32 below; or
Share Pledges. A Brazilian law first priority quota pledge over shares in UP Offshore Brazil granted by UP Offshore Uruguay and UP Offshore Bahamas.
Share Pledges. To ensure that the certain parties will fulfil respective responsibilities and obligations under the main transaction documents (including the Subsequent Transactions and repayment of the Founder Transitional Loan), the Founder hereby irrevocably agrees to pledge the Subsequent Trading Shares to the Investor, and the Founder hereby irrevocably agrees to pledge the 43,009,184 shares of the Listed Company directly held by him to the Investor (the “Pledge of Shares of the Listed Company”). To ensure that the Management Vendors will fulfil respective responsibilities and obligations under the main transaction documents (including the MVA Subsequent Transaction and repayment of the Management Vendors Transitional Loans), the Founding Vendors hereby irrevocably agree to cause the Management Vendors to pledge the MVA Subsequent Trading Shares to the Investor. The Parties hereby agree that:
(i) The Founder shall, and the Founding Vendors shall cause each of the Management Vendors to, enter into one or more share pledge agreements in relation to the Subsequent Trading Shares or the MVA Subsequent Trading Shares in agreed form with the Investor on the date hereof. The Founder shall enter into a share pledge agreement in relation to the Pledge of Shares of the Listed Company in agreed form (the “Listed Company Share Pledge Agreement”) with the Investor on the date hereof.
(ii) Within 15 business days after the Closing of the First Instalment, (i) the Founder shall complete all relevant registration procedures in relation to pledge of all Subsequent Trading Shares, with the Target Company’s local branch of the SAMR (the “Subsequent Trading Shares Pledge”), (ii)the Founding Vendors shall cause each of the Management Vendors to complete all relevant registration procedures in relation to pledge of all relevant MVA Subsequent Trading Shares, with Target Company’s local branch of the SAMR (the “MVA Subsequent Trading Shares Pledge”), (iii) the Founder shall complete the registration procedures in relation to the Pledge of Shares of the Listed Company with China Securities Depository and Clearing Co., Ltd, and the Investor shall use its best efforts, to the extent commercially practicable, to cooperate with such registration procedures.
(iii) The Founder and the Investor shall release the pledge and complete relevant registration procedures in relation to the Second Instalment Target Shares (the “Second Instalment Target Shares Pledge Release”), within 10 business days upo...
Share Pledges waiver of recourse If the Security Agent enforces any or all of the Share Pledges, each Guarantor and each Borrower hereby irrevocably (i) waives any and all of its claims against the relevant (other) Borrower and releases the relevant (other) Borrower from any and all liabilities to each Guarantor and each Borrower, including but not limited to any liabilities of the relevant (other) Borrower under any intra-group or shareholder loans and any liability to each Guarantor and the relevant (other) Borrower under any recourse claims (the "Borrower Liabilities"), and (ii) authorises the Security Agent and grants power of attorney to the Security Agent to (without any consent, sanction, authority or further confirmation from any other party), release any and all of the Borrower Liabilities, in order to allow for a sale of the shares in each of the Borrowers to be completed without any claims of any Guarantor and/or any of the (other) Borrowers continuing to exist against any of the Borrowers following such sale to the extent permitted by applicable mandatory laws. BD-#34696673-v11 51
Share Pledges. (i) A Bahamian law first priority share pledge over shares in UP Offshore Bahamas granted by Holdings.
(ii) A Brazilian law first priority quota pledge over quotas in Agriex granted by UP Offshore Uruguay and UP Offshore Bahamas.
(iii) An English law first priority share pledge over shares in UP UK granted by UP Offshore Panama.
(iv) A New York law first priority share pledge over shares in Topazio Shipping LLC granted by UP Offshore Brazil.
Share Pledges. All pledges of shares shall include such share certificates (duly endorsed for transfer), powers of attorney (endorsed in blank), approvals of directors, shareholders or others as required for the pledge, and other supporting documents as the Collateral Agent shall reasonably request; provided that share certificates are not required to be delivered in respect of pledged shares in the capital of a Proxy Subsidiary.