Pledged Note Clause Samples

Pledged Note. The Pledged Note owned by the Pledgor is not and will not be subject to any contractual restriction upon the transfer of such Pledged Note (except for any such restriction contained herein and in the documentation of, and purchase agreement for, the Notes constituting the Pledged Note). The Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Note pledged by the Pledgor to the Sellers for the benefit of the Secured Parties as provided herein.

Pledged Note. The Agent shall have received (i) a Subsidiary Note made by Berg ▇▇▇ctronics, AB as collateral under the Borrower Note Pledge Agreement and (ii) a Supplement thereunder in form and substance reasonably satisfactory to the agent thereto.

Pledged Note. The Pledged Notes are in full force and effect and no default or event of default exists thereunder. The outstanding principal amount under the Banner Pledged Note as of the date hereof is $38,961,889.63. Except for the Banner Pledged Note, none of Banner or its Subsidiaries owes any intercompany receivable to any Group Company.

Pledged Note. The Borrower shall have delivered to the Agent a promissory note in the principal amount of $54,000,000 payable by FC Commercial to the order of the Borrower, duly endorsed in blank (the "FC Commercial (PFAL) Pledged Note"). All documents, agreements, instruments, certificates, financial statements, legal opinions, analyses, reports and other papers required to be delivered by this Section 6B shall be in form and substance satisfactory to the Agent and shall be delivered (with sufficient copies for each of the Lenders) to the Agent at its Closing Office or as the Agent may otherwise direct

Pledged Note. Borrower shall deliver to Collateral Agent that certain promissory note issued by a charitable organization to the order of Borrower, as described in Schedule 3.6 of the Pledge and Security Disclosure Letter, and an accompanying note allonge executed in blank. Such action described above shall be completed within 10 days following the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion). Reference is made to the Credit and Guaranty Agreement, dated as of June 26, 2012 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Cypress Semiconductor Corporation, a Delaware corporation (“Borrower”), the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as administrative agent (together with its permitted successors in such capacity, “Administrative Agent”) and as collateral agent, the other Agents from time to time party thereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., as Issuing Bank. Pursuant to Section [2.01][2.02][2.03] of the Credit Agreement, Borrower desires that Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [ ] (the “Credit Date”): Term Loans ¨ Base Rate Loans: $ [ , , ] ¨ Eurodollar Rate Loans, with an initial Interest Period of month(s): $ [ , , ] Revolving Loans ¨ Base Rate Loans: $ [ , , ] ¨ Eurodollar Rate Loans, with an initial Interest Period of month(s): $ [ , , ] Swing Line Loans: $ [ , , ] Borrower hereby certifies that: (i) after making the Credit Extensions requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect; (ii) as of the Credit Date, the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are quali...

Pledged Note. 1. Note in a stated face amount of EURO 77,000,000 made by ▇▇▇▇▇▇▇-▇▇▇▇▇ Holding Company B.V. in favor of BMC Industries, Inc.

Pledged Note. (a) The Pledgor shall take all such actions as may be necessary, required or reasonably requested by the Trustee to cause the Pledgor Subsidiaries to declare and distribute the Pledged Note and any proceeds related thereto, including, without limitation, any dividends or distributions received thereon to Pledgor, in each case, subject to the Plan and Organizational Agreement Addendums. (b) The Pledgor shall cause Seller or any other Pledgor Subsidiary to deliver the Pledged Note to Trustee in accordance with the terms of the Amended Plan, promptly (and in any event within three (3) Business Days after Seller is permitted to distribute the Pledged Note to Steuben or Pledgor in accordance with the Amended Plan, and any proceeds related thereto, including, without limitation, any dividends or distributions received thereon, in each case, subject to the Amended Plan and the Organizational Agreement Addendums. (c) The Pledgor shall not sell or otherwise dispose of any right to, or interest in, its rights under the Amended Plan or the Pledged Note or grant or permit to exist a Lien on its rights to, or interest in, its rights under the Amended Plan or the Pledged Note, including, without limitation, any rights to dividends or distributions received thereon other than Liens in favor of the Trustee. “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

Pledged Note. The Original Pledged Note is enforceable, in full force and effect and the Issuer has not breached any of its material obligations under the Original Pledged Note. The Company makes no representations or warranties in this Agreement, express or implied, other than the express foregoing representations and warranties of the Company made as of the Effective Date set forth in this Section 8.

Pledged Note. Grantors (i) without the prior written consent of Agent (not to be unreasonably withheld or delayed), will not (A) waive or release any payment obligation of any Person that is obligated under the Pledged Note, (B) take or omit to take any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Note, or (C) other than Permitted Dispositions, assign or surrender their rights and interests under the Pledged Note, terminate or cancel (other than upon payment in full), modify, change, supplement or amend the Pledged Note, and (ii) shall provide to Agent copies of all material written notices (including notices of default) given or received with respect to the Pledged Note promptly after giving or receiving such notice.