Permitted Pledge has the meaning set forth in Section 8.5(c)(i).
Permitted Pledge means, with respect to any security, a bona fide pledge of by a Beneficial Owner or other holder of such security to a financial institution to secure borrowings.
Permitted Pledge means a bona fide pledge to, or similar arrangement in connection with a bona fide borrowing from, a financial institution; provided, however, that a Permitted Pledge shall not include any pledge in connection with a hedging or similar transaction or a financing transaction that has substantially the same effect as a hedging or sale transaction (and for purposes of this definition, a hedging or sale transaction shall include, without limitation, a transaction in which the pledged shares (i) constitute all or substantially all of the collateral or security for a financing, (ii) are pledged in connection with a financing in which the lender does not have full recourse to the borrower and the Beneficial Owner of such pledged shares or (iii) represent substantially all the assets of the borrower or the Beneficial Owner of such pledged shares; it being understood that in each of the foregoing clauses (i)–(iii), such shares would not be considered “pledged shares” if pledged in a bona fide margin loan arrangement in which (x) there are no possible events of default or other circumstances that could result in a lender’s exercise of its rights to such shares under the terms of the arrangement while such shares are subject to the transfer restrictions under Section 1.5 and (y) such transaction does not have substantially the same effect as a hedging or sale transaction at any time).
Examples of Permitted Pledge in a sentence
The Members shall cause any Permitted Pledge on the shares of Splitco Series B Common Stock Beneficially Owned by them to be released concurrent with the Exchange Time (it being understood that such Permitted Pledge shall thereupon encumber the Member Shares received in exchange therefor in the Exchange).
The Members shall cause any Permitted Pledge on the shares of Splitco Class B Common Stock Beneficially Owned by them to be released concurrent with the Exchange Time (it being understood that such Permitted Pledge shall thereupon encumber the Member Shares received in exchange therefor in the Exchange).
If such loan shall be made by other than the Company, the Purchaser shall give advance written notice to the Company prior to making any Permitted Pledge and the Purchaser and such Lender shall give notice of discharge of any Debenture from a Permitted Pledge, which notice shall be conclusive evidence that the conversion privilege with respect to such Debenture will again be exercisable subject to the provisions of Section 3.03.
A Stockholder shall not be permitted to pledge, hypothecate or otherwise encumber any of its Covered Stock without the prior written consent of the Company other than pursuant to a Permitted Pledge.
A Purchaser may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of a Debenture except by (i) will or the laws of descent and distribution or (ii) a pledge ("Permitted Pledge") of Debentures to a lender (which may be the Company if a loan is made pursuant to Section 8 hereof) as security for loans to provide all or part of the financing to purchase the Debentures.
More Definitions of Permitted Pledge
Permitted Pledge means each pledge granted by the Pledgor to the Pledgee in the Relevant Pledged Assets, securing the Relevant Secured Liabilities, after the date of the Agreement.
Permitted Pledge means, with respect to any Member Shares, a bona fide pledge of such Member Shares by the Member who beneficially owns them to an unaffiliated commercial bank or financial institution to secure bona fide borrowings by such Member permitted by applicable law; provided that such bank or financial institution (for itself and its successors, assigns and transferees) agrees with the Company in writing at the time of such pledge that all such Member Shares shall continue to be subject to all of the provisions of this Agreement and the Stockholders Agreement to the same extent and with the same effect as if they continued to be beneficially owned solely by such Member, other than those Member Shares, if any, as to which such bank or other financial institution commences an action to foreclose or takes any other action to enforce the security interest represented by such pledge, irrevocably commits to the Company in writing (for itself and its successors, assigns and transferees) to convert into shares of Low Vote Stock on a share-for-share basis and (provided the Company cooperates as set forth in Section 2.3(g) hereof) thereafter cooperates with the Company to consummate such conversion. Nothing in this provision shall require any such bank or financial institution to elect to convert any pledged Member Shares into Low Vote Stock, but unless such election is made as provided above in this definition, such Member Shares shall continue to be subject to this Agreement and the Stockholders Agreement as provided above. Unless and at all times until the time of the actual conversion of all Member Shares, if any, as to which such an election is made by such bank or financial institution, the pledged Member Shares shall continue to be subject to all of the provisions of this Agreement to the same extent and with the same effect as if they continued to be beneficially owned solely by such Member; provided, that if such an election is made but the actual conversion of the Member Shares is not completed within five Business Days after notice of that election is given to the Company for any reason other than as a result of the failure of such bank or financial institution to substantially comply with the requirements of this definition or the entry of a court order enjoining such conversion, such bank or financial institution may revoke such conversion election, whereupon the number and kind of Member Shares as to which such election was made (but not any Member Shares as t...
Permitted Pledge means (i) a pledge of TPG Partner Units by Xxxxx Xxxxxxxxx (or any Related Party thereto) in effect prior to December 31, 2021 to which the General Partner has previously granted written consent, (ii) from and after the second anniversary of the Closing Date, a pledge of TPG Partner Units by Xxx Xxxxxxx (or any Related Partner thereto) of up to 25% of the TPG Partner Units (that are permitted to be Transferred pursuant to Section 2.1(b) of the Investor Rights Agreement) held by such Persons, in aggregate, on the Closing Date or (iii) a pledge, directly or indirectly, of Common Units securing obligations under any secured indebtedness of TPG Partner Holdings or its Subsidiaries (including any extension, renewal or refinancing of any such obligation); provided that in each case (i), (ii) or (iii), the terms of such pledge must provide that, as a condition to foreclosure thereto, the applicable lender, creditor or third party Transferee agrees to executes a joinder to this Agreement, the Exchange Agreement and the Investor Rights Agreement and be bound by the terms and conditions hereto and thereto.
Permitted Pledge is defined in Section 3.2.
Permitted Pledge means a bona fide pledge of Common Stock to a financial institution to secure bona fide recourse borrowings so long as (i) the pledgor notifies the Company and each Class B Holder of its intention to enter into such pledge at least 5 days prior thereto, (ii) the pledgor retains the sole right to vote and act by written consent with respect to the pledged Common Stock and (iii) in the case of a pledge of Class B Stock, the pledgee agrees in writing with the pledgor in an agreement that expressly provides that (w) each Principal Holder is a third party beneficiary thereof, entitled to enforce such agreement directly against the pledgee, (x) such agreement cannot be amended or modified without the prior written consent of each Principal Holder, (y) any Transfer of the pledged Common Stock (by foreclosure, by operation of law or otherwise) shall first be subject to the right of first offer provisions of the Class B Stockholder Agreement and (z) if any such right of first offer is exercised, the pledgee shall release its lien on the pledged Common Stock upon payment of the purchase price therefor directly to the pledgee (it being agreed that each Class B Holder who pledges any Class B Stock hereby authorizes payment in such manner), regardless of whether the purchase price is sufficient to discharge the debt secured by the pledge.
Permitted Pledge means a pledge of Registrable Securities or creation of a security interest in the Registrable Securities and any Transfer of Registrable Securities as a result of any default, event of default or foreclosure under such pledge or security agreement if (i) the pledgee or the secured party is a financial institution and (ii) the pledge or security interest is created in connection with a bona fide financing transaction or a Hedging Transaction.
Permitted Pledge means, with respect to any member of the Berkshire Group, a pledge of, or security interest in, an equity interest in a legal entity to secure a loan made to the pledgor, provided that, (i) such pledged equity interest may not be transferred to the pledgee by foreclosure, assignment in lieu thereof or other enforcement of such pledge and (ii) the pledgor may pledge only its economic interest in such legal entity and no other rights under such legal entity's Organizational Documents.