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”).

  • The agreements governing the Notes included a New York choice of law clause, and Mesabi Metallics consented to New York courts’ jurisdiction as part of the Pledge and Security Interest Agreement it signed at the same time it issued the Notes.

  • 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.

  • 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.

  • 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.

  • The President Elect will serve as Chair of the Nominating Committee.

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

Related to Pledge and Security Interest

  • Pledge and Security Agreement means the Pledge and Security Agreement executed and delivered by the Borrower and each Guarantor on the Closing Date in form and substance acceptable to the Initial Lender and the Collateral Agent, as it may be amended, supplemented, restated or otherwise modified from time to time. For the avoidance of doubt, the terms of the “Pledge and Security Agreement” shall include the terms of all Applicable Annexes (as defined in the Pledge and Security Agreement).

  • Prior Security Interest means a valid and enforceable perfected first-priority security interest in and to the Collateral that is subject only to Permitted Liens which have first-priority by operation of applicable Law.

  • 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, lien, encumbrance, charge, or other security interest, other than (a) mechanic's, materialmen's, and similar liens, (b) liens for taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

  • Security Interests means the security interests in the Collateral granted hereunder securing the Secured Obligations.

  • First Priority Obligations means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, all “Obligations” of each Loan Party as defined in such First Priority Agreement, and shall in any event include (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to such First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (iii) all Specified Swap Agreements, (iv) all Specified Cash Management Agreements and (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • 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 means the Subsidiary Security Agreement, in substantially the form attached as Exhibit Q hereto, by and among the Subsidiary Guarantors and the Agent.

  • 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 Trademark Security Agreement, the Patent Security Agreement and the Copyright 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 pledge agreements, share mortgages, charges and comparable instruments and documents from time to time executed pursuant to the terms of Section 5.10 in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations as amended, restated, supplemented or otherwise modified from time to time.

  • First Priority means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral 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.