Pledge of Shares. Borrower hereby pledges, assigns and grants to Bank, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date, or, to the extent not certificated as of the Closing Date, within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Bank, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new (as applicable) certificates representing such securities to be issued in the name of Bank or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.
Pledge of Shares. The Company acknowledges and agrees that the Shares may be pledged by the Purchasers in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Shares. The pledge of Shares shall not be deemed to be a transfer, sale or assignment of the Shares hereunder, and in effecting a pledge of Shares the Purchasers shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Shares may reasonably request in connection with a pledge of the Shares to such pledgee by the Purchasers.
Pledge of Shares. The Company acknowledges and agrees that the Shares may be pledged by the Buyer and that such pledge of the Shares shall not be deemed to be a transfer, sale or assignment of the Shares hereunder, and, except as required by applicable Law, the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement; provided, however, that the Buyer and its pledgee shall be required to provide notice to the Company and comply with the applicable provisions hereof, including the requirements of Section 2(l), in order to effect (and otherwise in connection with) any sale, transfer or assignment of the Shares to such pledgee.
Pledge of Shares. Upon issuance and sale of the Shares to Participant, Participant shall deliver the certificate(s) representing the Shares to the Company, along with appropriate stock powers executed by Participant, to secure performance by Participant of his obligations under this Agreement. Participant agrees that in the event that any stock dividends, stock splits, reclassification, or other change is declared or made in the capital structure of the Company, all new, substituted and additional shares, or other securities, issued by reason of such change in respect to Shares that have not "vested" (as defined in Paragraph 3 hereof), shall be delivered forthwith to the Company and shall be held by the Company under the terms of this Agreement. The Company shall release from this pledge and deliver to Participant the certificate(s) representing any Shares that become "vested" as soon as reasonably practicable after they have become "vested", together with any additional shares or other securities under this pledge which may have been issued in respect to such "vested" Shares by reason of a change in the capital structure of the Company as provided above.
Pledge of Shares. A Shareholder shall have the right to pledge any Stock owned or held by such Shareholder to the Company, a commercial bank, savings and loan association or other lending or financial institution as security for any indebtedness of such Shareholder; provided, however, that no such pledge shall be made unless (i) the Person to which such pledge is made shall have executed an appropriate document in which such Person agrees that, in the event of realization upon such Stock, such Stock shall continue to be subject to the terms and conditions of this Agreement and that such Person will not effect any Transfer of such Stock except in compliance with the provisions hereof, and (ii) such document shall have been promptly delivered to, and shall have been approved by, the Company and Beacon prior to the pledge of such Stock. Neither the Company nor Beacon shall unreasonably withhold or delay its approval of any such document.
Pledge of Shares. 2.1 To secure the repayment of the Principal Sum and the Interest Amount, the Executive shall pledge to the Company any shares of the Common Stock of the Company, no par value, which may be acquired on or after the date hereof by the Executive (whether or not acquired using the proceeds of the loan made hereunder) (the "Pledged Shares"). Shares acquired by the Executive which are subject to restrictions on transfer ("Restricted Shares") shall be deemed Pledged Shares immediately upon the lapse of such restrictions. To perfect such security interest, the Executive shall deliver to the Company immediately upon receipt any stock certificates representing any Pledged Shares (or, with respect to Restricted Shares which were being held in escrow until the restrictions lapsed, the Executive shall direct that such Restricted Shares be delivered to the Company by the escrow agent immediately upon the lapse of the applicable restrictions). All stock certificates delivered by the Executive (or by such escrow agent) to the Company hereunder shall be accompanied by stock powers duly endorsed in blank and medallion signature guaranteed. Until such time, if any, that the Company forecloses on the Pledged Shares, the Executive shall be entitled to retain cash dividends and cash distributions (if any) in respect of, and any voting rights incident to, the Pledged Shares. 21 2.2 The Executive acknowledges and agrees that the loan made hereunder is a full-recourse loan, and if the value of the Pledged Shares is not sufficient to repay the Principal Sum and the Interest Amount, the Executive shall be liable to the Company for the repayment in full on the Repayment Date of the Principal Sum and the Interest Amount.
Pledge of Shares. The Collateral Agent shall have received (x) (i) the certificates representing the certificated shares of Funding Corp. and each of the Guarantors listed on Exhibit D hereto and (ii) the certificates representing 65% of the certificated shares of the Foreign Subsidiaries owned directly by the Borrower or a Guarantor (other than Health & Tennis U.K. Limited), which certificates are to be pledged pursuant to the Guarantee and Collateral Agreement, together with (y) an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof;
Pledge of Shares. User acknowledges and agrees that Company may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, the Company may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the User and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. User will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares.