Perfection of Security. 3.1 The Pledgor shall on the date hereof deliver to the Trustee the share certificate evidencing the Shares endorsed in blank. Should any shares in the Company be issued in the future, the Pledgor shall promptly deliver to the Trustee any share certificates evidencing such shares endorsed in blank together with any coupons and other documents pertaining thereto. The Trustee shall hold the share certificates in Sweden on behalf of itself and the Noteholders. 3.2 For as long as no Event of Default has occurred, all dividends declared on or in respect of the Shares and any other payments with respect to the Shares shall be paid to the Pledgor. Following the occurrence of an Event of Default, and for as long as it is continuing, all dividends and any other payments with respect to the Shares shall be paid to the Trustee on behalf of the Secured Parties. Any dividends or other payments with respect to the Shares paid to the Trustee shall become part of the security created herein and be applied towards satisfaction of the Secured Obligations in accordance with Clause 7 of this Agreement. 3.3 The Pledgor shall on the date hereof inform the Company of the pledge and Security Interest over the Shares created hereby in the form attached hereto as SCHEDULE 1 and the Company shall have acknowledged receipt of such notice. 3.4 The Pledgor shall on the date hereof issue to the Trustee on behalf of the Noteholders a separate power of attorney in the form of SCHEDULE 2 giving the Trustee on behalf of the Noteholders the right to participate and vote for the Shares at shareholders' meetings in the Company, provided an Event of Default has occurred and is continuing. The Pledgor shall renew the power of attorney annually or from time to time, at the request of the Trustee, so that it remains continually in effect. 3.5 During the term of this Agreement, and except as provided below, the Pledgor shall have the right to vote for the Shares in a manner not inconsistent with the terms of this Agreement and the Indenture. Upon the occurrence and during the continuance of an Event of Default, the Trustee on behalf of the Noteholders may, at its own option and to the exclusion of the Pledgor, exercise all voting powers under the power of attorney given pursuant to Clause 3.4 hereof, as the Noteholders may direct in accordance with the terms of the Indenture. 3.6 The Trustee shall, when all Secured Obligations have been duly and irrevocably fulfilled and discharged, promptly release the Security Interest created hereby and return the share certificates evidencing the Shares and any outstanding power of attorney to the Pledgor. The Trustee shall promptly notify the Company that the Security Interest over the Shares has been so released. In
Appears in 1 contract
Perfection of Security. 3.1 The Pledgor shall on immediately upon the date hereof execution of this Agreement deliver to a third party as directed by the Security Trustee the share certificate evidencing the Shares Share Certificates duly endorsed in blankblank or procure that such delivery is made in accordance with Clause 3.4 below. Should any shares in the Company be issued in the future, the Pledgor shall promptly deliver to a third party as directed by the Security Trustee any share certificates evidencing such shares duly endorsed in blank together with any coupons and other another documents pertaining thereto.
3.2 The Pledgor shall notify each Company of the pledge over the Shares created by this Agreement by sending a notice to each of the Companies in the form set out in Schedule 1, and procure that each of the Companies acknowledges receipt of such notice and registers the pledge created by this Agreement in the share register of each of the Companies. The Pledgor shall further procure that each of the Companies provides a certified copy of their share registers to the Security Trustee.
3.3 Upon the issue of any Subsequent Instrument, the Pledgor shall promptly deliver to a third party as directed by the Security Agent or procure the delivery to a third party as directed by the Security Agent of all documents of title in respect of such Subsequent Instrument together with such other documents as the Security Agent in its absolute discretion may consider appropriate.
3.4 On the Closing Date the Pledgor shall procure
a) that a third party as directed by the Security Trustee receives from Nordea all Share Certificates, which shall be duly endorsed in blank by the Pledgor, whereupon a third party as directed by the Security Trustee shall hold the share certificates in Sweden on behalf of itself and the Noteholders.
3.2 For Share Certificates as long as no Event of Default has occurred, all dividends declared on or in respect of the Shares and any other payments with respect to the Shares shall be paid to the Pledgor. Following the occurrence of an Event of Default, and for as long as it is continuing, all dividends and any other payments with respect to the Shares shall be paid to the Trustee on behalf duly authorised representative of the Secured Parties. Any dividends or other payments with respect ;
b) that Nordea notifies the Companies of the release of the Nordea Pledge over the Shares;
c) that the Companies register the release of the Nordea Pledge in their share registers; and
d) that the Companies provide a certified copy of their share registers to the Shares paid to the Trustee shall become part of the security created herein and be applied towards satisfaction of the Secured Obligations in accordance with Clause 7 of this AgreementSecurity Trustee.
3.3 The Pledgor shall on the date hereof inform the Company of the pledge and Security Interest over the Shares created hereby in the form attached hereto as SCHEDULE 1 and the Company shall have acknowledged receipt of such notice.
3.4 The Pledgor shall on the date hereof issue to the Trustee on behalf of the Noteholders a separate power of attorney in the form of SCHEDULE 2 giving the Trustee on behalf of the Noteholders the right to participate and vote for the Shares at shareholders' meetings in the Company, provided an Event of Default has occurred and is continuing. The Pledgor shall renew the power of attorney annually or from time to time, at the request of the Trustee, so that it remains continually in effect.
3.5 During the term of this Agreement, and except as provided below, the Pledgor shall have the right to vote for the Shares in a manner not inconsistent with the terms of this Agreement and the Indenture. Upon the occurrence and during the continuance of an Event of Default, the Trustee on behalf of the Noteholders may, at its own option and to the exclusion of the Pledgor, exercise all voting powers under the power of attorney given pursuant to Clause 3.4 hereof, as the Noteholders may direct in accordance with the terms of the Indenture.
3.6 The Trustee shall, when all Secured Obligations have been duly and irrevocably fulfilled and discharged, promptly release the Security Interest created hereby and return the share certificates evidencing the Shares and any outstanding power of attorney to the Pledgor. The Trustee shall promptly notify the Company that the Security Interest over the Shares has been so released. In
Appears in 1 contract
Sources: Share Pledge Agreement (Ingenior M.O. Schoyens Bilcentraler As)
Perfection of Security. 3.1 The Pledgor shall on immediately upon the date hereof execution of this Agreement deliver to a third party as directed by the Security Trustee the share certificate evidencing the Shares Share Certificates duly endorsed in blankblank or procure that such delivery is made in accordance with Clause 3.4 below. Should any shares in the Company be issued in the future, the Pledgor shall promptly deliver to a third party as directed by the Security Trustee any share certificates evidencing such shares duly endorsed in blank together with any coupons and other another documents pertaining thereto.
3.2 The Pledgor shall notify each Company of the pledge over the Shares created by this Agreement by sending a notice to each of the Companies in the form set out in Schedule 1, and procure that each of the Companies acknowledges receipt of such notice and registers the pledge created by this Agreement in the share register of each of the Companies. The Pledgor shall further procure that each of the Companies provides a certified copy of their share registers to the Security Trustee.
3.3 Upon the issue of any Subsequent Instrument, the Pledgor shall promptly deliver to a third party as directed by the Security Agent or procure the delivery to the third party as directed by the Security Agent of all documents of title in respect of such Subsequent Instrument together with such other documents as the Security Agent in its absolute discretion may consider appropriate.
3.4 On the Closing Date the Pledgor shall procure
a) that a third party as directed by the Security Trustee receives from Nordea all Share Certificates, which shall be duly endorsed in blank by the Pledgor, whereupon a third party as directed by the Security Trustee shall hold the share certificates in Sweden on behalf of itself and the Noteholders.
3.2 For Share Certificates as long as no Event of Default has occurred, all dividends declared on or in respect of the Shares and any other payments with respect to the Shares shall be paid to the Pledgor. Following the occurrence of an Event of Default, and for as long as it is continuing, all dividends and any other payments with respect to the Shares shall be paid to the Trustee on behalf duly authorised representative of the Secured Parties. Any dividends or other payments with respect ;
b) that Nordea notifies the Companies of the release of the Nordea Pledge over the Shares;
c) that the Companies register the release of the Nordea Pledge in their share registers; and
d) that the Companies provide a certified copy of their share registers to the Shares paid to the Trustee shall become part of the security created herein and be applied towards satisfaction of the Secured Obligations in accordance with Clause 7 of this AgreementSecurity Trustee.
3.3 The Pledgor shall on the date hereof inform the Company of the pledge and Security Interest over the Shares created hereby in the form attached hereto as SCHEDULE 1 and the Company shall have acknowledged receipt of such notice.
3.4 The Pledgor shall on the date hereof issue to the Trustee on behalf of the Noteholders a separate power of attorney in the form of SCHEDULE 2 giving the Trustee on behalf of the Noteholders the right to participate and vote for the Shares at shareholders' meetings in the Company, provided an Event of Default has occurred and is continuing. The Pledgor shall renew the power of attorney annually or from time to time, at the request of the Trustee, so that it remains continually in effect.
3.5 During the term of this Agreement, and except as provided below, the Pledgor shall have the right to vote for the Shares in a manner not inconsistent with the terms of this Agreement and the Indenture. Upon the occurrence and during the continuance of an Event of Default, the Trustee on behalf of the Noteholders may, at its own option and to the exclusion of the Pledgor, exercise all voting powers under the power of attorney given pursuant to Clause 3.4 hereof, as the Noteholders may direct in accordance with the terms of the Indenture.
3.6 The Trustee shall, when all Secured Obligations have been duly and irrevocably fulfilled and discharged, promptly release the Security Interest created hereby and return the share certificates evidencing the Shares and any outstanding power of attorney to the Pledgor. The Trustee shall promptly notify the Company that the Security Interest over the Shares has been so released. In
Appears in 1 contract
Sources: Share Pledge Agreement (Ingenior M.O. Schoyens Bilcentraler As)
Perfection of Security. 3.1 The Pledgor 4.1 In furtherance of the security hereby constituted, the Mortgagor shall on the date hereof deliver to the Trustee Mortgagee contemporaneously with the share certificate evidencing the Shares endorsed in blank. Should any shares in the Company be issued in the future, the Pledgor shall promptly deliver to the Trustee any share certificates evidencing such shares endorsed in blank together with any coupons and other documents pertaining thereto. The Trustee shall hold the share certificates in Sweden on behalf execution of itself and the Noteholders.this Deed:
3.2 For as long as no Event of Default has occurred, all dividends declared on or (1) irrevocable proxy in respect of the Shares and any other payments with respect to the Shares shall be paid to the Pledgor. Following the occurrence of an Event of Default, and for as long as it is continuing, all dividends and any other payments with respect to the Shares shall be paid to the Trustee on behalf representation of the Secured Parties. Any dividends Mortgagor or other payments with respect to the Shares paid to the Trustee shall become part its nominee at general meetings of the security created herein and be applied towards satisfaction of the Secured Obligations in accordance with Clause 7 of this Agreement.
3.3 The Pledgor shall on the date hereof inform the Company of the pledge and Security Interest over the Shares created hereby in the form attached hereto as SCHEDULE 1 and the Company shall have acknowledged receipt of such notice.
3.4 The Pledgor shall on the date hereof issue to the Trustee on behalf of the Noteholders a separate power of attorney in the form of SCHEDULE 2 giving Exhibit I;
(2) an executed irrevocable letter of instruction from the Trustee on behalf Company to its registered agent substantially in the form set out in Exhibit II; and
(3) all other documents (if any) necessary to enable the Mortgagee to effect a valid transfer of and register such Mortgaged Securities in its name or in the name of its nominee for the purpose of enforcing this Deed in accordance herewith.
4.2 The Mortgagee shall be entitled to continue to hold any document delivered to it pursuant to Clauses 4.1 and 4.2 until the Date of Satisfaction and if, for any reason, the Mortgagee releases any such document to the Mortgagor or its nominee before such time, the Mortgagee may by notice to the Mortgagor require that such document be redelivered to the Mortgagee and the Mortgagor shall immediately comply with that requirement or procure that it is complied with.
4.3 The Company hereby undertakes to the Mortgagee that the Company will:
(1) cause the Company’s register of members to be annotated to indicate that the Mortgaged Shares have been mortgaged in favour of the Noteholders Mortgagee under this Deed;
(2) not amend the right to participate register of members or register any changes in respect of the Mortgaged Shares in the register without the prior written approval of the Mortgagee; and
(3) upon due exercise of the rights under this Deed register transfers of the Mortgaged Securities and vote for the Shares at shareholders' meetings entry of the Mortgagee or its nominees in the Company, provided an Event ’s register of Default has occurred and is continuingmembers as the holder of the Mortgaged Securities. The Pledgor Mortgagor hereby undertakes to the Mortgagee that the Mortgagor will procure the Company to promptly carry out and comply with the above undertaking.
4.4 Nothing in this Deed shall renew be construed as placing on the power Mortgagee any liability whatsoever in respect of attorney annually any calls, installments or from time other payments relating to time, at the request any of the Trustee, so that it remains continually in effectMortgaged Securities.
3.5 During the term of this Agreement, and except as provided below, the Pledgor shall have the right to vote for the Shares in a manner not inconsistent with the terms of this Agreement and the Indenture. Upon the occurrence and during the continuance of an Event of Default, the Trustee on behalf of the Noteholders may, at its own option and to the exclusion of the Pledgor, exercise all voting powers under the power of attorney given pursuant to Clause 3.4 hereof, as the Noteholders may direct in accordance with the terms of the Indenture.
3.6 The Trustee shall, when all Secured Obligations have been duly and irrevocably fulfilled and discharged, promptly release the Security Interest created hereby and return the share certificates evidencing the Shares and any outstanding power of attorney to the Pledgor. The Trustee shall promptly notify the Company that the Security Interest over the Shares has been so released. In
Appears in 1 contract
Sources: Security Deed (Puxin LTD)