Pledged Ownership Interests Clause Samples

Pledged Ownership Interests. (a) The Pledged Ownership Interests identified in Annex 5 are duly authorized, validly existing, fully paid and nonassessable, and none of the Pledged Ownership Interests is subject to any contractual restriction, or any restriction under the organizational documents of any Subsidiary Guarantor, upon the transfer of such Pledged Ownership Interests (except for any such restriction contained in any Transaction Document). Such Pledged Ownership Interests exist in a certificated form. (b) The Pledged Ownership Interests identified in Annex 5 constitute all of the issued and outstanding membership interests or other interests of any class or character in any Subsidiary Guarantor owned by Obligor (whether or not registered in the name of Obligor), and Annex 5 correctly identifies the issuer of such Pledged Ownership Interests and the respective number (and registered owners) of the interests identified in Annex 5. (c) No Person other than Obligor is the registered owner of the Pledged Ownership Interests.
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Pledged Ownership Interests i) All of the Pledged Ownership Interests appearing in the same row as the name of such Wholly Owned Holdco Guarantor in Schedule 6 (the “Applicable Pledged Ownership Interests”) have been or will be duly authorized, validly issued and are or will be fully paid and, except to the extent it is or may be required by applicable Laws to satisfy an obligation, non-assessable. ii) None of the Applicable Pledged Ownership Interests has been or will be issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. iii) All of the Applicable Pledged Ownership Interests are owned by such Wholly Owned Holdco Guarantor. All of the Applicable Pledged Ownership Interests are “certificated securities” for purposes of the UCC. There are no existing options, warrants, calls or commitments of any character whatsoever relating to the Applicable Pledged Ownership Interests. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. iv) None of the Applicable Pledged Ownership Interests (i) represent interests in an entity that is subject to regulation under the Investment Company Act of 1940, or (ii) are dealt in or traded on securities exchanges or markets. v) The Applicable Pledged Ownership Interests constitute the percentage of the issued and outstanding Stock of the issuers thereof indicated on Schedule 6 hereto.
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Pledged Ownership Interests. (a) All of the Pledged Ownership Interests have been or will be duly authorized, validly issued and are or will be fully paid and, except to the extent it is or may be required by applicable Laws to satisfy an obligation, non-assessable. (b) None of the Pledged Ownership Interests has been or will be issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. (c) All of the Pledged Ownership Interests are owned by the Pledgor. The Pledged Ownership Interests constitute 51.53% of the Equity Interests in the Issuer. All of the Pledged Ownership Interests are “certificated securities” for purposes of the UCC. There are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Ownership Interests, other than as expressly permitted by the Loan Documents. (d) None of the Pledged Ownership Interests (i) represent interests in an entity that is subject to regulation under the Investment Company Act of 1940, or (ii) are themselves dealt in or traded on securities exchanges or markets. (e) The Pledged Ownership Interests pledged by it constitute all the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule 3 hereto.
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Pledged Ownership Interests. All of the Pledged Ownership Interests appearing in the same row as the name of such Wholly Owned Holdco Guarantor in Schedule 6 (the “Applicable Pledged Ownership Interests”) have been or will be duly authorized, validly issued and are or will be fully paid and, except to the extent it is or may be required by applicable Laws to satisfy an obligation, non-assessable.
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Pledged Ownership Interests. Issuer Class of Stock Stock Certificate Number Number of Shares/Units Percentage of Issued Equity Outstanding
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Pledged Ownership Interests. (a) The Pledged Ownership Interests identified in Annex 5 are duly authorized, validly existing, fully paid and non-assessable, and none of the Pledged Ownership Interests is subject to any contractual restriction, or any restriction under the organizational documents of any Subsidiary Guarantor, upon the transfer of such Pledged
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Related to Pledged Ownership Interests

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

  • Pledged Shares (i) Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantors. (ii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantors.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.