Common use of Pledge of Stock Clause in Contracts

Pledge of Stock. In consideration of any financial accommodation given, to be given or continued to the Pledgor, and as collateral security for the payment of all debts, obligations or liabilities now or hereafter existing, absolute or contingent, of the Pledgor to Lender incurred pursuant to that certain Loan Agreement (and as the same may be hereafter amended, supplemented, extended or modified) dated of even date herewith (hereinafter the Loan Agreement), and that certain Promissory Note of the Pledgor dated of even date herewith (hereinafter the “Note”), the Pledgor, hereby assigns, transfers to and pledges with and grants to Lender pursuant to the South Carolina Uniform Commercial Code a security interest in Pledgor’s right, title and interest in 1,100,000 shares of the common stock of First National Bank of the South (formerly known as First National Bank of Spartanburg) a national banking association (the “Bank”) as evidenced by Stock Certificate No. 001 for 1,100,000 shares issued by the Bank (the “Shares”), together with any and all stock rights, rights paid in stock, new securities or other properties to which the Pledgor is or may hereafter become entitled to receive on account of Shares, and in the event that the Pledgor receives any such property, the Pledgor will immediately deliver it to Lender to be held by Lender hereunder in the same manner as the stock originally pledged hereunder. All property and property rights assigned, transferred to, pledged with Lender and in which Lender is granted a security interest under this paragraph is hereinafter referred to as the “Collateral”. Upon execution and delivery of this Agreement, Pledgor shall deliver to Lender certificates evidencing the Shares, accompanied by executed stock powers in blank with respect to the Shares in favor of Lender, the rights of Lender under which shall be exercisable only upon the occurrence of an Event of Default, and by such other instruments or documents as Lender or its counsel may reasonably request. Pledgor represents that it is the legal and equitable owner of, and has the complete and unconditional authority to pledge, the Shares, and holds the same free and clear of all liens, charges, encumbrances and security interests except those in favor of Lender granted hereunder, and will defend its title thereto against the claims of all persons whomsoever. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. The Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of the Pledgor to do so, Lender at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. All advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Lender in exercising any right, power or remedy conferred by this Agreement, or in the enforcement thereof, shall become a part of the indebtedness secured hereunder and shall be paid to Lender by the Pledgor immediately upon demand therefor, with interest thereon until paid in full at the rate as set forth in said Note.

Appears in 1 contract

Samples: Pledge Agreement (First National Bancshares Inc /Sc/)

AutoNDA by SimpleDocs

Pledge of Stock. In consideration Pledgor shall concurrently deliver to Silicon the stock certificates and other securities listed on Exhibit A hereto, together with duly executed instruments of any financial accommodation givenassignment thereof to Silicon (which, together with all replacements and substitutions therefor are hereinafter referred to be given or continued as the "Securities"). Pledgor hereby pledges to Silicon and grants Silicon a security interest in the PledgorSecurities, and as collateral security for all rights and remedies relating to, or arising out of, any and all of the foregoing, and all proceeds thereof (collectively, the "Collateral") to secure the payment and performance of all debts, obligations or liabilities now duties, obligations, liabilities, representations, warranties and guaranties of Pledgor to Silicon, heretofore, now, or hereafter existingmade, absolute incurred or contingentcreated, of every kind and nature (collectively, the Pledgor to Lender incurred pursuant to that certain "Obligations"), including, but not limited to, those arising under the Loan and Security Agreement (and as the same may be hereafter amended, supplemented, extended or modified) dated of even date herewith (hereinafter as amended from time to time, the "Loan Agreement"). Any and all stock dividends, rights, warrants, options, puts, calls, conversion rights and that certain Promissory Note of the Pledgor dated of even date herewith (hereinafter the “Note”), the Pledgor, hereby assigns, transfers to other securities and pledges with and grants to Lender pursuant to the South Carolina Uniform Commercial Code a security interest in Pledgor’s right, title and interest in 1,100,000 shares of the common stock of First National Bank of the South (formerly known as First National Bank of Spartanburg) a national banking association (the “Bank”) as evidenced by Stock Certificate No. 001 for 1,100,000 shares issued by the Bank (the “Shares”), together with any and all stock rights, rights paid in stock, new securities or other properties to which the Pledgor is or may hereafter become entitled to receive on account of Shares, and in the event that the Pledgor receives any such property, the Pledgor will immediately deliver it to Lender to be held by Lender hereunder in the same manner as the stock originally pledged hereunder. All property and property rights assigned, transferred to, pledged with Lender and in which Lender is granted a security interest under this paragraph is hereinafter referred to as the “Collateral”. Upon execution and delivery of this Agreement, Pledgor shall deliver to Lender certificates evidencing the Shares, accompanied by executed stock powers in blank money distributed or delivered with respect to the Shares Securities or issued upon the exercise of any puts, calls, conversion rights, options, warrants or other rights included in favor of Lender, or pertaining to the rights of Lender under which Securities shall be exercisable only included in the term "Securities" as used herein and shall be subject to this Pledge Agreement, and Pledgor shall deliver the same to Silicon immediately upon the occurrence receipt thereof together with any necessary instruments of transfer; provided, however, that until an Event of DefaultDefault (as hereinafter defined) shall occur, and by such other instruments or documents as Lender Pledgor may retain any dividends paid in cash or its counsel may reasonably requestequivalent, with respect to any stock included in the Securities and any interest paid with respect to any bonds, debentures or other evidences of indebtedness included in the Securities. Pledgor represents hereby acknowledges that it is the legal and equitable owner of, and has the complete and unconditional authority to pledge, the Shares, and holds the same free and clear of all liens, charges, encumbrances and security interests except those in favor of Lender granted hereunder, and will defend its title thereto against the claims of all persons whomsoever. All acceptance of the Shares are duly authorized, validly issued, fully paid and nonassessable. The Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure pledge of the Securities by Silicon shall not constitute a commitment of any kind by Silicon to permit Pledgor to do so, Lender at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. All advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Lender in exercising any right, power or remedy conferred by this Agreement, or in the enforcement thereof, shall become a part of the indebtedness secured hereunder and shall be paid to Lender by the Pledgor immediately upon demand therefor, with interest thereon until paid in full at the rate as set forth in said Noteincur Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Fleming Standish)

Pledge of Stock. In consideration of any financial accommodation givenEach Company hereby pledges, to be given or continued to the Pledgor, and as collateral security for the payment of all debts, obligations or liabilities now or hereafter existing, absolute or contingent, of the Pledgor to Lender incurred pursuant to that certain Loan Agreement (and as the same may be hereafter amended, supplemented, extended or modified) dated of even date herewith (hereinafter the Loan Agreement), and that certain Promissory Note of the Pledgor dated of even date herewith (hereinafter the “Note”), the Pledgor, hereby assigns, transfers to and pledges with and grants to Lender pursuant to the South Carolina Uniform Commercial Code a security interest in Pledgor’s rightin, title and interest in 1,100,000 delivers to the Collateral Agent, for the benefit of the Secured Parties, all of the shares of the common capital stock of First National Bank the Subsidiaries of the South (formerly known every class, as First National Bank of Spartanburg) a national banking association (the “Bank”) as evidenced by Stock Certificate No. 001 for 1,100,000 shares issued by the Bank (the “Shares”)more fully described on Annex A hereto, together with any and all stock rights, rights paid in stock, new securities or other properties to which the Pledgor is or may hereafter become entitled to receive on account of Shares, and in the event that the Pledgor receives any such property, the Pledgor will immediately deliver it to Lender to be held by Lender hereunder the Collateral Agent, for the benefit of the Secured Parties, subject to the terms and conditions hereinafter set forth. The certificates for such shares, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by the same manner as applicable Companies, have been delivered to the Collateral Agent. In case any Company shall acquire any shares or additional shares of the capital stock originally pledged hereunder. All property and property rights assignedof any Subsidiary or corporation which is the successor of any Subsidiary, transferred or any securities exchangeable for or convertible into shares of such capital stock of any class of any Subsidiary, by purchase, stock dividend, stock split or otherwise, then such Company shall forthwith deliver to, pledged with Lender and in which Lender is granted a security interest upon such delivery shall be deemed to have pledged, such shares or other securities to the Collateral Agent, for the benefit of the Secured Parties, under this paragraph is hereinafter referred to as the “Collateral”. Upon execution Agreement and delivery of this Agreement, Pledgor shall deliver to Lender the Collateral Agent forthwith any certificates evidencing the Sharestherefor, accompanied by executed stock powers or other appropriate instruments of assignment duly executed by such Company in blank with respect blank; provided, however, that notwithstanding anything to the Shares contrary contained in favor of Lenderthis 'SS'2.1, the rights of Lender under which each Company shall only be exercisable only upon the occurrence of an Event of Default, and by such other instruments or documents as Lender or its counsel may reasonably request. Pledgor represents that it is the legal and equitable owner of, and has the complete and unconditional authority required to pledge, the Shares, and holds the same free and clear of all liens, charges, encumbrances and security interests except those in favor of Lender granted hereunder, and will defend its title thereto against the claims of all persons whomsoever. All pledge sixty-five percent (65%) of the Shares are duly authorized, validly issued, fully paid and nonassessable. The Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure shares of the Pledgor capital stock of any Foreign Subsidiary. Each Company agrees that the Collateral Agent may from time to do so, Lender at its option may pay any of them and shall be the sole judge time attach as Annex A hereto an updated list of the legality shares of capital stock or validity thereof and the amount necessary to discharge the same. All advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Lender in exercising any right, power or remedy conferred by this Agreement, or in the enforcement thereof, shall become a part of the indebtedness secured hereunder and shall be paid to Lender by the Pledgor immediately upon demand therefor, with interest thereon until paid in full securities at the rate as set forth in said Notetime pledged with the Collateral Agent hereunder.

Appears in 1 contract

Samples: Pledge Agreement (Quaker Fabric Corp /De/)

Pledge of Stock. In consideration of any financial accommodation given, Pledgor shall concurrently deliver to be given or continued to Silicon the Pledgor, stock certificates and as collateral security for the payment of all debts, obligations or liabilities now or hereafter existing, absolute or contingent, of the Pledgor to Lender incurred pursuant to that certain Loan Agreement (and as the same may be hereafter amended, supplemented, extended or modified) dated of even date herewith (hereinafter the Loan Agreement), and that certain Promissory Note of the Pledgor dated of even date herewith (hereinafter the “Note”), the Pledgor, hereby assigns, transfers to and pledges with and grants to Lender pursuant to the South Carolina Uniform Commercial Code a security interest in Pledgor’s right, title and interest in 1,100,000 shares of the common stock of First National Bank of the South (formerly known as First National Bank of Spartanburg) a national banking association (the “Bank”) as evidenced by Stock Certificate No. 001 for 1,100,000 shares issued by the Bank (the “Shares”)other securities listed on Exhibit A hereto, together with any duly executed instruments of assignment thereof to Silicon (which, together with all replacements and all stock rights, rights paid in stock, new securities or other properties to which the Pledgor is or may hereafter become entitled to receive on account of Shares, and in the event that the Pledgor receives any such property, the Pledgor will immediately deliver it to Lender to be held by Lender hereunder in the same manner as the stock originally pledged hereunder. All property and property rights assigned, transferred to, pledged with Lender and in which Lender is granted a security interest under this paragraph is substitutions therefor are hereinafter referred to as the "Securities"). Pledgor hereby pledges to Silicon and grants Silicon a security interest in the Securities, and all rights and remedies relating to, or arising out of any and all of the foregoing, and all proceeds thereof (collectively, the "Collateral") to secure the payment and performance of all debts, duties, obligations, liabilities, representations, warranties and guaranties of Pledgor to Silicon, heretofore, now, or hereafter made, incurred or crested, of every kind and nature (collectively, the "Obligations"), including, but not limited to, those arising under the Loan and Security Agreement of even date (the "Loan Agreement"). Upon execution Any and delivery of this Agreementall stock dividends, Pledgor shall deliver to Lender certificates evidencing the Sharesrights, accompanied by executed stock powers in blank warrants, options, puts, calls, conversion rights and other securities and any and all property and money distributed or delivered with respect to the Shares Securities or issued upon the exercise of any puts, calls, conversion rights, options, warrants or other rights included in favor of Lender, or pertaining to the rights of Lender under which Securities shall be exercisable only included in the term "Securities" as used herein and shall be subject to this Pledge Agreement, and Pledgor shall deliver the same to Silicon immediately upon the occurrence receipt thereof together with any necessary instruments of transfer; provided, however, that until an Event of DefaultDefault (as hereinafter defined) shall occur, and by such other instruments or documents as Lender Pledgor may retain any dividends paid in cash or its counsel may reasonably requestequivalent, with respect to any stock included in the Securities and any interest paid with respect to any bonds, debentures or other evidences of indebtedness included in the Securities. Pledgor represents hereby acknowledges that it is the legal and equitable owner of, and has the complete and unconditional authority to pledge, the Shares, and holds the same free and clear of all liens, charges, encumbrances and security interests except those in favor of Lender granted hereunder, and will defend its title thereto against the claims of all persons whomsoever. All acceptance of the Shares are duly authorized, validly issued, fully paid and nonassessable. The Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure pledge of the Securities by Silicon shall not constitute a commitment of any kind by Silicon to permit Pledgor to do so, Lender at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. All advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Lender in exercising any right, power or remedy conferred by this Agreement, or in the enforcement thereof, shall become a part of the indebtedness secured hereunder and shall be paid to Lender by the Pledgor immediately upon demand therefor, with interest thereon until paid in full at the rate as set forth in said Noteincur Obligations.

Appears in 1 contract

Samples: Loan Agreement (Natural Gas Vehicle Systems Inc)

AutoNDA by SimpleDocs

Pledge of Stock. In consideration of any financial accommodation given, to be given or continued to the Pledgor, and as As collateral security for the punctual payment and performance of all debtsexisting and future indebtedness, obligations or liabilities now or hereafter existingand other liabilities, absolute or contingent, direct or indirect, primary or secondary, of the Pledgor Maker to Lender incurred pursuant to that certain Loan the Payee of any nature whatsoever under this Note and Pledge Agreement (all of such indebtedness, obligations and liabilities of the Maker being hereinafter sometimes referred to collectively as the same may be hereafter amended, supplemented, extended or modified) dated of even date herewith (hereinafter the Loan Agreement), and that certain Promissory Note of the Pledgor dated of even date herewith (hereinafter the “Note”"Obligations"), the Pledgor, Maker hereby assigns, transfers pledges and hypothecates to and pledges with the Payee for its benefit and grants to Lender pursuant to the South Carolina Uniform Commercial Code Payee for its benefit, and agrees that the Payee shall have a first security interest in Pledgor’s right, title and interest in 1,100,000 pledge of: (i) the 66,666 shares of the Payee's common stock of First National Bank of the South (formerly known as First National Bank of Spartanburg) a national banking association (the “Bank”) as evidenced by Stock Certificate No. 001 for 1,100,000 shares to be issued by the Bank Payee to the Maker on August 6, 2003 (the “Shares”"Pledged Securities"), together with any replacements thereof and substitutions therefor, and all stock rightscertificates and instruments evidencing or representing such securities, rights paid (ii) all interest and dividends, whether in cash, kind or stock, new securities received or receivable upon or in respect of any of the Pledged Securities and all moneys or other properties to which the Pledgor is property payable or may hereafter become entitled to receive paid on account of Sharesany return or repayment of capital in respect of any of the Pledged Securities or otherwise distributed in respect thereof or which will in any way be charged to, and in the event that the Pledgor receives any such propertyor payable or paid out of, the Pledgor will immediately deliver it to Lender to capital of the Payee on account of the Pledged Securities, (iii) all other property that may at any time be held received or receivable by Lender hereunder in the same manner as the stock originally pledged hereunder. All property and property rights assigned, transferred to, pledged with Lender and in which Lender is granted a security interest under this paragraph is hereinafter referred to as the “Collateral”. Upon execution and delivery of this Agreement, Pledgor shall deliver to Lender certificates evidencing the Shares, accompanied by executed stock powers in blank with respect or otherwise distributed to the Shares Maker in favor of Lender, the rights of Lender under which shall be exercisable only upon the occurrence of an Event of Default, and by such other instruments or documents as Lender or its counsel may reasonably request. Pledgor represents that it is the legal and equitable owner respect of, and has the complete and unconditional authority to pledge, the Shares, and holds the same free and clear of all liens, charges, encumbrances and security interests except those in favor of Lender granted hereunder, and will defend its title thereto against the claims of all persons whomsoever. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. The Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of the Pledgor to do so, Lender at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. All advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Lender in exercising any right, power or remedy conferred by this Agreement, or in the enforcement thereofsubstitution for, shall become a part or in exchange for, any of the indebtedness secured hereunder foregoing, (iv) all cash, securities and shall be paid other proceeds of the foregoing and all rights and interests of the Maker in respect thereof or evidenced thereby, including all moneys received from time to Lender time by the Pledgor immediately upon demand thereforMaker which are directly attributable to the sale or other disposition of any of the Pledged Securities; provided, however, that the Maker will not sell or otherwise dispose of any of the Pledged Securities, or purport to do any of the foregoing without the prior written consent of the Payee in accordance with interest thereon until paid in full at the rate as set forth in said NoteSection C.6. below.

Appears in 1 contract

Samples: Note and Pledge Agreement (Med-Design Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.