Pledge. (a) As security for the prompt satisfaction of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities. (b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing. (c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect. (d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 2 contracts
Sources: Stock Pledge Agreement (Aviation Holdings Group Inc/Fl), Stock Pledge Agreement (Aviation Holdings Group Inc/Fl)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing second priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) Prior all Stock of GMSC, Arlington or any Vessel Subsidiary Guarantor, owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event GMSC, Arlington or any such Vessel Subsidiary Guarantor;
(c) all Limited Liability Company Interests in GMSC, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in GMSC, Arlington or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 2 contracts
Sources: Secondary Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants to the Collateral Agent for the benefit of (a) As the Bank Creditors and the Other Creditors, a first priority security for the prompt satisfaction interest in all of the ObligationsCollateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of on the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and delivers to the Pledged Securities.
(b) Prior to the occurrence of an Event of DefaultCollateral Agent certificates therefor, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered duly endorsed in blank in the name case of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities promissory notes and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise accompanied by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate undated stock powers duly executed in blank, (with signatures "bank guaranteed") which blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby unconditionally agrees collaterally assigns, transfers, hypothecates and sets over to make and/or furnishthe Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by Pledgeethe Collateral Agent as collateral security for the Obligations, subject upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the terms hereofBank Creditors or the Other Creditors remain outstanding, as part the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Pledged SecuritiesCollateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth herein.
Appears in 2 contracts
Sources: Pledge Agreement (Coinmach Laundry Corp), Pledge Agreement (Coinmach Corp)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned by such Pledgor from time to time and all options or other readjustment of Pledgee thereof, or upon the exercise warrants owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 9.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation, and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 2 contracts
Sources: Pledge Agreement (Infousa Inc), Pledge Agreement (Infousa Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of Secured Creditors, and does hereby create (and, to the extent the following constitutes “Collateral” under, and as defined in, the Original Pledge Agreement, does hereby reconfirm (without interruption) its creation, grant, pledge and assignment to the Pledgee under the Original U.S. Pledge Agreement of) a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the ObligationsPledgee for the benefit of Secured Creditors, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days in all of the date hereofright, the Pledged Securities title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andU.S. Security Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, or otherwise; or (i) with respect to each Non-Canadian Foreign Subsidiary, if, at any time, the pledge and assignment as otherwise contemplated herein of more than 66-2/3% of the voting capital stock of such Non-Canadian Foreign Subsidiary would give rise to “deemed dividend” tax consequences under Section 956 of the Code, then not more 65% of the outstanding voting capital stock (plus 100% of the non-voting capital stock) of such Non-Canadian Foreign Subsidiary shall be required to be pledged pursuant to this Agreement, (ii) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and with respect to the Second Lien Creditors the term “Collateral” shall not include the Second Lien Excluded Collateral, (iii) dividends the term “Collateral” with respect to the Second Lien Obligations shall not include any Collateral owned by Holdings or distributions payable in propertywhich Holdings has any direct right, including securities issued title or interest, and the grant or pledge of security interests hereunder by an issuer Holdings shall be solely for the benefit of the First Lien Creditors and shall not secure any of the Second Lien Obligations and Holdings shall not be a Pledgor with respect to the Second Lien Obligations for any purpose whatsoever, (iv) to the extent that the granting or perfecting of any assets or property of the Pledgors acquired after August 18, 2003 requires the consent of a third party that has not been obtained after the Pledgors (other than Pledgee; thenHoldings) have used commercially reasonable efforts to obtain such consent, Pledgor the Secured Lien Creditors shall accept the same as Pledgee's agent, in express trust for Pledgeenot have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors shall deliver the same forthwith not extend to, any such property or assets, (v) to the Pledgee extent that a security interest in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part favor of the Pledged SecuritiesSecond Lien Creditors cannot be granted or perfected in certain assets or property of the Pledgors under applicable law, the Second Lien Creditors shall not have a security interest in, and the grant or pledge of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors that not extend to, any such assets or property and (vi) the Secured Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Secured Creditors shall not extend to, and the “Collateral” shall not include any Holdings Excluded Collateral.
Appears in 2 contracts
Sources: u.s. Pledge Agreement (Williams Scotsman International Inc), u.s. Pledge Agreement (Williams Scotsman Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Borrower, the Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior all Limited Liability Company Interests owned by the Pledgor from time to time and all of its right, title and interest in the limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the occurrence Pledgor in respect of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of DefaultLimited Liability Company Interests, whether under any limited liability company agreement or not otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all of the Pledged Securities shall have been registered Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, Pledgor in connection therewithrespect of such Limited Liability Company Interests and any such limited liability company, to deliver make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities foregoing or for any Limited Liability Company Asset, to enforce or execute any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing; and
(iE) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(b) all Security Entitlements owned by the Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(c) all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, or otherwise; or (iii) dividends or distributions payable in property, including securities issued “Collateral” shall not include any Dividends paid by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agentBorrower, in express trust for Pledgee, and shall deliver the same forthwith each case to the Pledgee in extent the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part payment of such Dividends is permitted under Section 9.04 of the Pledged SecuritiesCredit Agreement.
Appears in 2 contracts
Sources: Hypothecation Agreement (Directv Holdings LLC), Hypothecation Agreement (Directv Group Inc)
Pledge. (a) As security for the prompt satisfaction payment or performance, as the case may be, in full of the Secured Obligations, Pledgor including the Note Guarantees, each Grantor hereby agrees assigns and pledges to pledgethe Collateral Agent, hypothecateits successors and assigns, deliver and set over to Pledgee within twenty (20) days for the benefit of the date hereofSecured Parties, the Pledged Securities and hereby grants to Pledgee the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a lien on and security interest in in, all of such Grantor’s right, title and interest in, to the Pledged Securities.
and under and whether now or hereafter existing or arising (bi) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered Capital Stock held by it in the name of Pledgee or its nomineeIssuer and any Wholly Owned Restricted Subsidiary, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right Capital Stock listed on Schedule I and any other Capital Stock in any Wholly Owned Restricted Subsidiary obtained in the future by such Grantor and the certificates (if any) representing all such Capital Stock (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include (A) Capital Stock of any Unrestricted Subsidiary or any Immaterial Subsidiary, (B) Capital Stock of any Subsidiary acquired pursuant to exchange any or all an acquisition permitted under the Covered Documents and financed with Indebtedness incurred in compliance with the terms of the Pledged Securities upon Covered Documents if such Capital Stock are pledged and/or mortgaged as security for such Indebtedness and if and for so long as the merger, consolidation, reorganization, recapitalization or other readjustment terms of Pledgee thereof, or upon such Indebtedness prohibit the exercise by Pledgee creation of any rightother Lien on such Capital Stock, privilege(C) Capital Stock held by it in any Wholly Owned Foreign Subsidiary or Domestic Foreign Holding Company (not otherwise excluded from the Pledged Equity), or option pertaining to any in excess of 65% of the Pledged Securities andissued and outstanding Capital Stock of each such Wholly Owned Foreign Subsidiary or Domestic Foreign Holding Company, (D) Capital Stock of any Subsidiary with respect to which the Credit Facility Agent and the Issuer have determined in connection therewith, their reasonable judgment and agreed (as confirmed in writing by the Issuer to deliver any the Collateral Agent) that the costs of providing a pledge of such Capital Stock or perfection thereof is excessive in view of the Pledged Securities benefits to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared obtained by the Pledgee Secured Parties therefrom and (E) any Capital Stock the pledge of which is prohibited by applicable Laws (the Capital Stock referred to be paid on account of in clauses (A) through (E) above being collectively referred to as “Excluded Equity”); (ii) (A) the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, debt securities owned by it including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any certificate representing a stock dividend or debt securities obtained in connection with the future by such Grantor and (C) the promissory notes and any increase or reduction other instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; this clause (ii) optionare collectively referred to as the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Collateral Agent in accordance with this Agreement or the other Covered Documents; (iv) subject to Section 2.06, warrant all payments of principal or rightinterest, whether as an addition dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in substitution or respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii) and (iii) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Securities, or otherwiseCollateral”); or (iii) dividends or distributions payable provided that in property, including securities issued by an issuer other than Pledgee; then, Pledgor no event shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith Pledged Collateral include any Existing Notes Restricted Property to the Pledgee in extent the exact form received withgrant of a security interest therein pursuant to the Collateral Documents to secure the Obligations and/or the Guarantees would create an obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ therein to secure any Existing Notes. TO HAVE AND TO HOLD the Pledged Collateral, as applicabletogether with all right, Pledgor's endorsementtitle, interest, powers, privileges and preferences pertaining or appropriate stock powers duly executed in blankincidental thereto, (with signatures "bank guaranteed") which unto the Pledgor hereby unconditionally agrees to make and/or furnishCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to be held by Pledgeethe terms, subject to the terms hereof, as part of the Pledged Securitiescovenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)
Pledge. (a) As security To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Collateral Agent for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereof, Collateral Agent for the Pledged Securities benefit of the Secured Parties in and grants to Pledgee a lien on on, all of its right, title and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Secured Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgeeall Proceeds of any and all of the foregoing; then, provided that (x) no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agenttotal combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, in express trust for Pledgee, and which Non-Voting Equity Interests shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to not be held by Pledgee, subject to the terms hereoflimitations described in preceding clause (x). Notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement, as part each Pledgor and the Collateral Agent (on behalf of the Pledged Securities.Secured Parties) acknowledges and agrees that:
Appears in 2 contracts
Sources: Pledge Agreement (CURO Group Holdings Corp.), Pledge Agreement (CURO Group Holdings Corp.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock;
(b) Prior all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerPledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, or remedy, authority, option pertaining to any and privilege of the Pledged Securities andPledgor relating to such Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(d) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 2 contracts
Sources: Parent Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Pledge. (a) As security To secure the Applicable Obligations for such Pledgor and for the prompt satisfaction purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Obligationsrelevant Secured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the relevant Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(bi) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(ii) all Securities upon owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the mergercapital thereof and its interest in all profits, consolidationincome, reorganizationsurpluses, recapitalization losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofLimited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or upon the exercise by Pledgee at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, privilegepower, or remedy, authority, option pertaining to and privilege of any of the Pledged Securities andsuch Pledgor relating to such Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iiv) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiivii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing.
Appears in 2 contracts
Sources: Pledge Agreement (Rj Reynolds Tobacco Holdings Inc), Pledge Agreement (Reynolds American Inc)
Pledge. (a) As collateral security for the prompt satisfaction payment and performance in full of all the Secured Obligations, Pledgor each Grantor hereby agrees pledges and assigns to pledgethe Lender, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee the Lender, a lien Lien on and security interest in and to, all of the right, title and interest of such Grantor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the "Pledged Securities.Collateral"):
(a) all Secured Collateral;
(b) Prior to the occurrence extent not covered by clause (a) of an Event this sentence, all proceeds and products of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all each of the Pledged Securities foregoing, all books and all other corporate rights and all conversion, exchange, subscription records at any time evidencing or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining relating to any of the Pledged Securities andforegoing, in connection therewithall supporting obligations related thereto, and all accessions of and to, substitutions and replacements for, and profits and products of, each of the foregoing, and any and all proceeds of any insurance, indemnity, warranty or guaranty payable to deliver such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term "Pledged Securities Collateral" shall not include, any Excluded Equity, provided that, if any Excluded Equity would have otherwise constituted Pledged Collateral, when such property shall cease to any committeebe Excluded Equity, depository, transfer agent, registrar or other designated agency upon such terms property shall be deemed at all times from and conditions as it may determine, all without liability except after the date hereof to account for property actually received by Pledgee; but Pledgee constitute Pledged Collateral. The Grantors shall have no duty from time to exercise any time at the request of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior Lender give written notice to the occurrence of an Event of Default, Pledgor shall be entitled to any Lender identifying in reasonable detail the Excluded Equity (and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations stating in such order and manner as Pledgee may elect.
(dnotice that such Excluded Equity constitutes "Excluded Equity") At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith provide to the Pledgee in Lender such other information regarding the exact form received with, Excluded Equity as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLender may reasonably request.
Appears in 2 contracts
Sources: Pledge Agreement (Ideanomics, Inc.), Pledge Agreement (Ideanomics, Inc.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) Prior all Stock of the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of the occurrence Borrower, Arlington or any such Vessel Subsidiary Guarantor;
(c) all Limited Liability Company Interests in the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in the Borrower, Arlington or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 2 contracts
Sources: Credit Agreement (Gener8 Maritime, Inc.), Pledge Agreement (Gener8 Maritime, Inc.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 2 contracts
Sources: Pledge Agreement (Pagemart Wireless Inc), Pledge Agreement (Information Holdings Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing second priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) Prior all Stock of GMSCII, or any Vessel Subsidiary Guarantor, owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event GMSCII or any such Vessel Subsidiary Guarantor;
(c) all Limited Liability Company Interests in GMSCII, or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in GMSCII, or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 2 contracts
Sources: Credit Agreement (Gener8 Maritime, Inc.), Secondary Pledge Agreement (Gener8 Maritime, Inc.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) Prior all Stock of the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of the occurrence Borrower or any such Vessel Subsidiary Guarantor;
(c) all Limited Liability Company Interests in the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in the Borrower or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 2 contracts
Sources: Credit Agreement (Gener8 Maritime, Inc.), Pledge Agreement (Gener8 Maritime, Inc.)
Pledge. (a) 2.1 The Pledgor hereby agrees with the Pledgee and hereby undertakes that the Pledgor shall grant to the Pledgee the rights of pledge purported to be granted under and pursuant to this Agreement.
2.2 As security for the prompt satisfaction payment and discharge in full, when due (whether at stated maturity, by acceleration or otherwise), of the Secured Obligations, the Pledgor hereby agrees grants, for the duration of the Security Period, to the Pledgee a first ranking disclosed right of pledge (openbaar pandrecht eerste in rang), over all Receivables, and to the extent it concerns future Receivables, hereby grants in advance (verpanden bij voorbaat) to the Pledgee a first ranking right of pledge over such future Receivables and the Pledgee hereby accepts such rights of pledge. Furthermore, hypothecatethe Pledgor will procure that the Collateral Agent, deliver and set to the extent necessary, will be included as loss payee in the Insurances.
2.3 In order to perfect the Right of Pledge, the Pledgee shall notify each Insurance Company (which for the avoidance of doubt also includes Insurance Companies with which the Pledgor will conclude an Insurance in the future, or in respect of which the Pledgor will be designated as beneficiary under an Insurance in the future) of the Rights of Pledge by sending a notice (mededeling) to the Insurance Company substantially in the form of Annex 3 hereto.
2.4 The Pledgor hereby irrevocably authorises the Pledgee to grant on behalf of the Pledgor, for the duration of the Security Period, a right of pledge on the terms of this Agreement over to Pledgee within twenty (20) days of Receivables acquired by the Pledgor after the date hereof, which authorisation permits the Pledged Securities Pledgee to (also) act as the Pledgor’s counterparty within the meaning of section 3:68 (Selbsteintritt) of the Dutch Civil Code.
2.5 The Pledgor irrevocably and grants unconditionally undertakes to Pledgee a lien on take such action (including the execution of documents to be made up in form and security interest in and substance satisfactory to the Pledged Securities.
(bPledgee) Prior as and when the Pledgee deems necessary in its reasonable opinion from time to time to create, perfect and maintain a valid and enforceable first priority right of pledge in favour of the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights Pledgee with respect to the Pledged Securities andReceivables, for that purposeincluding, if required, the registration and filing of this Agreement with the Belastingdienst Amsterdam Afdeling Registratie Unit no later than 10 business days after the date of this Agreement or the date of any Supplemental Agreement, and the payment of any stamp, registration, notary or other taxes and fees in connection therewith. As soon as reasonably practicable after such registration or filing, the Pledgee will be provided with a copy of this Agreement together with proof of registration or filing, as the case may be.
2.6 In addition to the undertakings contained in Clause 2.5 above, the Pledgor irrevocably and unconditionally undertakes to pledge to the Pledgee on a quarterly basis any and all Receivables in respect of Insurances it will acquire, if any, or under which it has been designated as beneficiary after the date hereof. To the extent necessary in the reasonable opinion of the Pledgee to pledge any and all Receivables acquired by the Pledgor after the date hereof, The Pledgor and the Pledgee shall execute and deliver enter into a Supplemental Agreement within 30 days after the last day of each calendar quarter as of the date of this Agreement.
2.7 The Pledgee hereby grants to the Pledgor all necessary proxies. Immediately and without further (an “Attorney-in-Fact”) a power of attorney (the “Power of Attorney”) which is revocable upon written notice, upon to represent the occurrence Pledgee and to sign and execute on behalf of an Event of Default, whether or not the Pledged Securities shall have been registered and in the name of the Pledgee any Supplemental Agreement in the form furnished by or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all on behalf of the Pledged Securities Pledgee, between the Pledgor and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee materially in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, attached hereto as part of the Pledged Securities.Annex 4. The parties agree that section 3:68
Appears in 2 contracts
Sources: Agreement of Disclosed Pledge, Agreement of Disclosed Pledge (New Skies Satellites Holdings Ltd.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (abut subject to clause (x) As security of the proviso at the end of this Section 3.1 in the case of the Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grant, pledge and (except in the case of ULC Shares) assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andU.S. Security Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing; provided that (x) to the extent Voting Equity Interests of any Exempted Foreign Entity are pledged hereunder which represent more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity (with all Voting Equity Interests of the respective Exempted Foreign Entity in excess of said 65% limit being herein called “Excess Exempted Foreign Entity Equity Interests”), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, such Excess Exempted Foreign Entity Equity Interests shall secure Obligations of the respective Pledgor shall accept only as a guarantor of the same as Pledgee's agent, in express trust for PledgeeObligations of the Canadian Borrower, and shall deliver not secure any direct Obligations of the same forthwith U.S. Borrower (or guarantees of such Obligations by the respective Pledgor) and (y) each Pledgor shall be required to pledge hereunder 100% of the Pledgee in the exact form received withNon-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitieslimitations described in preceding clause (x).
Appears in 2 contracts
Sources: Credit Agreement (Bway Parent Company, Inc.), Pledge Agreement (Bway Corp)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (abut subject to clause (x) As security of the proviso at the end of this Section 3.1 in the case of the Voting Equity Interests pledged hereunder of (x) Foreign Subsidiaries that are CFCs and (y) FSHCOs), each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all other Equity Interests, Financial Assets, Investment Property and Notes owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing; provided that (x) with respect to the pledge of any Equity Interests in any Foreign Subsidiary that is a CFC or FSHCO, the pledge hereunder shall not include more than 65% of the total combined voting power of all classes of Voting Equity Interests of (i) each such Foreign Subsidiary that is a CFC and (ii) each such FSHCO, (y) the pledge by any Pledgor hereunder shall not include the Equity Interests of (i) a joint venture or otherwise; other non-wholly-owned subsidiary to the extent that granting a security interest in or a Lien on such Equity Interests is not permitted by the governing documents of such joint venture or other non-wholly-owned subsidiary, and (iiiii) dividends or distributions payable in propertyany Subsidiary not directly owned by such Pledgor and (z) subject to clause (y), including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept be required to pledge hereunder 100% of the same as Pledgee's agentNon-Voting Equity Interests of each Foreign Subsidiary that is a CFC at any time and from time to time acquired by such Pledgor, in express trust for Pledgee, and which Non-Voting Equity Interests shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to not be held by Pledgee, subject to the terms hereoflimitations described in preceding clause (x). Notwithstanding the foregoing or anything to the contrary contained herein, as part no pledge or security interest is or will be granted pursuant to this Agreement in any right, title or interest of any Pledgor in, to or under the Pledged SecuritiesExcluded Collateral.
Appears in 2 contracts
Sources: First Lien Pledge Agreement (PAE Inc), Second Lien Pledge Agreement (PAE Inc)
Pledge. Pledgor hereby pledges to Collateral Agent, for the benefit of Lender and Cabo▇-▇▇▇▇▇▇, ▇ security interest in, the following (collectively, the "Pledged Collateral"):
(a) As security Any and all shares of Class A Common Stock, Class B Common Stock (other than the First Union Pledged Shares as defined in Section 6(b)) or any other capital stock of Lender, now or at any time or times hereafter, owned by Pledgor, the certificates representing the shares of such capital stock and the trust certificates issued by the Voting Trustees to Pledgor that represent any such shares of capital stock (such now-owned shares and trust certificates being identified on Exhibit A attached hereto and made a part hereof), all options and warrants for the prompt satisfaction purchase of shares of Class A Common Stock and Class B Common Stock, now or hereafter held in the name of Pledgor or the Voting Trustees (all of said capital stock, voting certificates, options and warrants and all capital stock held in the name of Pledgor or the Voting Trustees as a result of the Obligationsexercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights stock powers with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered Stock in the name form of Pledgee or its nomineeExhibit B attached hereto and made a part hereof (the "Powers") duly executed in blank, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all dividends, cash, instruments and other corporate rights and all conversionproperty from time to time received, exchangereceivable or otherwise distributed in respect of, subscription or other rightsin exchange for, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon Stock including any funds held by the mergerVoting Trustees in the Trust Accounts (as defined in the Voting Trust Agreement);
(b) All additional shares of Class A Common Stock or Class B Common Stock from time to time acquired by Pledgor in any manner, consolidation, reorganization, recapitalization or other readjustment the certificates representing such additional shares and the trust certificates issued by the Voting Trustees to Pledgor that represent any such additional shares of Pledgee thereof, or upon the exercise by Pledgee of capital stock (any right, privilege, or option pertaining to any such additional shares and voting certificates shall constitute part of the Pledged Securities andStock and Lender is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares and voting certificates), in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee options, warrants, dividends, cash, instruments and other rights and options from time to be paid on account time received, receivable or otherwise distributed in respect of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any or all of such shares;
(c) Any and all options to purchase stock of Dart/SFW Corp. ("Dart/SFW") and any all shares of capital stock of Dart/SFW acquired upon the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agentexercise of such options, in express trust for Pledgee, and shall deliver the same forthwith each case from time to the Pledgee time acquired by Pledgor in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.any manner,
Appears in 2 contracts
Sources: Stock and Trust Certificate Pledge Agreement (Dart Group Corp), Stock and Trust Certificate Pledge Agreement (Haft Ronald S)
Pledge. (a) As security To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Collateral Agent for the prompt satisfaction benefit of the ObligationsNotes Secured Parties, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofCollateral Agent for the benefit of the Notes Secured Parties in and a continuing lien on, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired, wherever located (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Indenture Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior to the occurrence extent not otherwise included, all rights of an Event any nature whatsoever in respect of Defaultthe Securities owned or held by such Pledgor from time to time, including, without limitation, all voting rights and economic rights in the Pledgor of the Securities;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ie) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(g) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiih) dividends or distributions payable in property, including securities issued by an issuer other than Pledgeeall Proceeds of any and all of the foregoing; then, provided that (x) no Pledgor shall accept be required at any time to pledge hereunder more than 65.0% of all of the same as Pledgee's agentoutstanding voting Capital Stock of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, in express trust for Pledgee, and which Non-Voting Equity Interests shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to not be held by Pledgee, subject to the terms hereof, as part limitations described in preceding clause (x). Notwithstanding any of the Pledged Securitiesother provisions set forth in this Section 3.1 to the contrary, the term Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in any Excluded Assets; provided that immediately upon the ineffectiveness, lapse or termination of any restriction or condition covering, or resulting in, any asset or other property of a Pledgor constituting Excluded Assets, the Collateral shall (in the absence of any other applicable limitation) include, and such Pledgor shall be deemed to have granted a security interest in, such P▇▇▇▇▇▇’s right, title and interest in and to such asset or other property and such asset or other property shall no longer constitute Excluded Assets.
Appears in 1 contract
Pledge. (a) As security for the prompt satisfaction full and timely payment of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty aggregate principal amount plus any accrued interest under the Loan (20the “Debt”) days in accordance with the terms of the date hereofNote (the Note, the Pledged Securities Loan Agreement, this Stock Pledge Agreement, and any other documents evidencing or securing the Loan are collectively referred to as the “Financing Documents”) and the full and timely payment and performance of the obligations of the Borrower under the Financing Documents, the Borrower hereby grants to Pledgee a lien on and perfected first priority security interest in and pledges to the Lender all of Borrower’s right, title and interest in and to 850,000 shares, which represents 100% of the issued and outstanding common stock of Southern First Bank, a South Carolina state-chartered bank and wholly owned subsidiary of the Borrower, together with all additions, substitutions, replacements and proceeds thereof and all income, interest, dividends and other distributions thereon (the “Pledged Securities.
(b) Prior Shares”). Upon execution and delivery of this Agreement, the Borrower shall deliver to the occurrence of an Event of DefaultLender certificates or other documents evidencing the Pledged Shares, Pledgor shall be entitled to all voting rights accompanied by executed stock powers in blank with respect to the Pledged Securities andShares in favor of the Lender, for that purpose, Pledgee the rights of the Lender under which shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, be exercisable only upon the occurrence of an Event of DefaultDefault (as hereinafter defined), whether and by such other instruments or not documents as the Lender or its counsel may reasonably request. The Borrower represents that it is the legal and equitable owner of, and has the complete and unconditional authority to pledge, the Pledged Securities shall have been registered 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 name claims of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all persons whomsoever. All of the Pledged Securities Shares are duly authorized, validly issued, fully paid and nonassessable. The Borrower agrees to pay, or cause to be paid, prior to delinquency all other corporate rights taxes, charges, liens and all conversionassessments against the Pledged Shares, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were and upon the absolute owner thereof including, without limitationfailure of the Borrower to do so, the right to exchange Lender at its option may pay any or all of them and shall be the sole judge of the Pledged Securities upon legality or validity thereof and the mergeramount necessary to discharge the same. All advances, consolidationcharges, reorganizationcosts and expenses, recapitalization including reasonable attorneys’ fees, incurred or other readjustment of Pledgee thereof, or upon paid by the exercise by Pledgee of Lender in exercising any right, privilege, power or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received remedy conferred by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor or in the enforcement thereof, shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesindebtedness secured hereunder and shall be paid to the Lender by the Borrower immediately upon demand therefor, with interest thereon until paid in full at the rate as set forth in the Note.
Appears in 1 contract
Sources: Stock Pledge Agreement (Southern First Bancshares Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, but subject to the terms of the proviso to this Section 3.1, the “Collateral”):
(ba) Prior all Limited Liability Company Interests and all Limited Partnership Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each Limited Liability Company and each Limited Partnership to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests, such Limited Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets, Limited Partnership Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests and such Limited Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests and Limited Partnership Interests, whether under any limited liability company agreement, limited partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement, limited partnership agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests and such Limited Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such Limited Liability Company and any such Limited Partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement, limited partnership agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests and Limited Partnership Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities andlimited liability company agreement, in connection therewithlimited partnership agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests, such Limited Partnership Interests and any such limited liability company and limited partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset or any Limited Partnership Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ib) stock certificateall Corporate Stock owned by such Pledgor from time to time, all options and warrants owned by such Pledgor from time to time to purchase such Corporate Stock, and all of its right, title and interest in each Corporation to which each such shares relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Corporate Stock and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Corporate Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Corporate Stock;
(B) all other payments due or to become due to such Pledgor in respect of Corporate Stock, whether under the bylaws, any Organizational Document or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under the bylaws, any Organizational Document, or at law or otherwise in respect of such Corporate Stock;
(D) all present and future claims, if any, of such Pledgor against any such Corporation for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under the bylaws, any Organizational Document or at law or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Corporate Stock, including any power to terminate, cancel or modify the bylaws, any Organizational Document or any other Organizational Document, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Corporate Stock and any such Corporation, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Corporation Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(c) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiid) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, but subject to the terms of the proviso to this Section 3.1, the “Collateral”):
(ba) Prior the Limited Liability Company Interests owned by the Pledgor from time to time and all of its right, title and interest in the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of DefaultLimited Liability Company, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under the limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under the limited liability company agreement or operating agreement, or at law or otherwise in respect of the Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor against any the Limited Liability Company for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledged Securities upon Pledgor’s rights under the merger, consolidation, reorganization, recapitalization limited liability company agreement or other readjustment of Pledgee thereof, operating agreement or upon the at law to exercise by Pledgee of any and enforce every right, privilegepower, or remedy, authority, option pertaining to any and privilege of the Pledged Securities andPledgor relating to the Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify the limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account Pledgor in respect of the Obligations in Limited Liability Company Interests and any such order limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and manner as Pledgee may elect.
(d) At any time following execution of this Agreementauthority to demand, if Pledgor shall become entitled to receive or shall receive, enforce, collect or receipt for any of the foregoing or for the Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the Pledged Securities, any: foregoing; and
(iF) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(b) all Security Entitlements owned by the Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiic) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section 1 hereof, each Pledgor hereby (i) grants to the Pledgee a first priority continuing security interest in all of the ObligationsCollateral owned by such Pledgor, (ii) pledges and deposits as security with the Pledgee, the Securities owned by such Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of on the date hereof, and delivers to the Pledged Pledgee certificates or instruments therefor (in the case of certificated Securities), duly endorsed in blank by such Pledgor in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of other certificated Securities or such other instruments of transfer as are reasonably acceptable to the Pledgee, (iii) assigns, transfers, hypothecates, mortgages, charges and grants sets over to the Pledgee a lien on all of such Pledgor's right, title and security interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee upon the terms and conditions set forth in this Agreement and (iv) transfers and assigns to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Securities.Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(bi) Prior all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets (as defined below), LLC Assets (as defined below) and other distributions to the occurrence of an Event of Default, which such Pledgor shall at any time be entitled in respect of any such Collateral;
(ii) all other payments due or to become due to such Pledgor in respect of any such Collateral, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all voting rights with of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or other agreement or at law or otherwise in respect to the of any such Collateral;
(iv) all present and future claims, if any, of such Pledgor against any Pledged Securities andPartnership or any Pledged LLC for moneys loaned or advanced, for that purposeservices rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement, Pledgee shall limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest or Membership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement or any limited liability company agreement, to execute any instruments and deliver to Pledgor take any and all necessary proxies. Immediately other action on behalf of and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Partnership Interest or its nomineeMembership Interest and any Pledged Entity to make determinations, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right election of remedies) or option or to exchange give or receive any notice, consent, amendment, waiver or all of the Pledged Securities upon the mergerapproval, consolidationtogether with full power and authority to demand, reorganizationreceive, recapitalization or other readjustment of Pledgee thereofenforce, collect, or upon the exercise by Pledgee of any right, privilege, or option pertaining to receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Partnership Asset (as defined below) or LLC Asset (as defined below), to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing;
(vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(ivii) stock certificateto the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, the term "Partnership Assets" and "LLC Assets" shall mean, respectively, all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership and limited liability company capital and interests in other partnerships and limited liability companies), at any certificate representing a stock dividend time owned by any Pledged Partnership or in connection with Pledged LLC or represented by any increase Partnership Interest or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesMembership Interest.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and as sign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (and with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof,
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof,
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided -------- however, that (x) in the case of any limited liability company ------- agreement, operating agreement or otherwise; partnership agreement with respect to any Person that is not a Subsidiary of any Pledgor that would otherwise be included in the Collateral, no security interest in the right, title and interest of any Pledgor thereunder or therein (iiiexcept to receive payments for money due under such agreements) dividends or distributions payable in propertywill be granted pursuant to this Section 3 (and such limited liability company agreements, including securities issued by an issuer other than Pledgee; then, Pledgor operating agreements and partnership agreements shall accept not be deemed to constitute a part of the same as Pledgee's agent, in express trust Collateral) for Pledgeeso long as, and shall deliver the same forthwith to the Pledgee extent that, the granting of a security interest in the exact form received withright, as applicable, Pledgor's endorsement, title and interest of such Pledgor thereunder or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject therein pursuant to the terms hereofhereof would result in a breach, default or termination of such limited liability company agreements, operating agreements or partnership agreements. Notwithstanding anything to the contrary contained in this Section 3. 1, (x) except as part otherwise provided in Section 8.16 of the Pledged SecuritiesCredit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. (a) As security for the prompt satisfaction payment or performance, as applicable, in full of the Second-Lien Notes Obligations, Pledgor each Grantor hereby agrees grants to pledgethe Collateral Agent, hypothecateits successors and assigns, deliver for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and set over interest in, to Pledgee within twenty and under (20a) days the Equity Interests of any Person owned by it on the date hereof or at any time thereafter acquired by it, and in all certificates at any time representing any such Equity Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, such Grantor while this Agreement is in effect (collectively, the “Pledged Stock”); provided that the Pledged Stock granted as security for the payment or performance, as applicable, in full of the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include (i) Excess Exempted Foreign Entity Equity Interests, (ii) the Equity Interests of ▇▇▇ ▇▇▇▇▇▇ Homes, LLC so long as ▇▇▇ ▇▇▇▇▇▇ Homes, LLC constitutes an Inactive Subsidiary, (iii) all Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Company or any of its Subsidiaries, but only to the extent such Person is, or its equity holders are, contractually prohibited from pledging such Equity Interests, provided that, the Company or any of its Subsidiaries does not encourage the creation of any contractual prohibitions and (iv) all Equity Interests in Persons created after the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and but only to the Pledged Securities.
extent such Person is, or its equity holders are, legally (including pursuant to regulations of a Governmental Authority) prohibited from pledging such Equity Interests; (b) Prior all debt securities and promissory notes held by, or owed to, such Grantor (whether the respective issuer or obligor is the Company, any of its Subsidiaries or any other Person) on the Closing Date or at any time thereafter, and all securities, promissory notes and any other instruments evidencing the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided that the Pledged Debt granted as security for the payment or performance, as applicable, in full of the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include that certain promissory note listed as item 11 on Schedule 10.04 of the Credit Agreement (as defined in the Intercreditor Agreement); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the occurrence terms of an Event this Section 3.01; (d) subject to Section 3.05, all payments of Defaultprincipal or interest, Pledgor shall be entitled dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all voting other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 3.05, all rights and privileges of such Grantor with respect to the Pledged Securities andsecurities and other property referred to in clauses (a), for that purpose(b), Pledgee shall execute (c) and deliver to Pledgor (d) above; and (f) all necessary proxies. Immediately and without further notice, upon the occurrence Proceeds of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the foregoing (the items referred to in clauses (a) through (e) above and this clause (f) being collectively referred to as the “Pledged Securities andCollateral”). TO HAVE AND TO HOLD the Pledged Collateral, in connection therewithtogether with all right, to deliver any title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Pledged Securities to any committeeSecured Parties, depositoryforever, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; providedsubject, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received withterms, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiescovenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Second Lien Notes Collateral Agreement (Walter Energy, Inc.)
Pledge. To secure the punctual payment and performance of all and each and every part of the Obligations now or at any time hereafter owed or to be paid or performed by each or any of the Credit Parties, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest and Lien (subject to Liens from time to time permitted to exist with respect to any Collateral pursuant to Secured Debt Agreements from time to time in effect) in favor of the Pledgee for the benefit of the Secured Creditors in and upon, all of the right, title and interest of such Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the "COLLATERAL"):
(a) As security for the prompt satisfaction each of the ObligationsCollateral Accounts of such Pledgor, Pledgor hereby agrees to pledge, hypothecate, deliver including any and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversionProperty of whatsoever type or kind from time to time deposited by such Pledgor in each such Collateral Account, exchangewhether such Property is now owned or existing or is hereafter created or acquired, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or by any of the other Secured Debt Agreements to be deposited in such Collateral Account, and all Investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise acquired by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests owned or acquired by such Pledgor from time to time (excluding those in any limited liability company that is not a Subsidiary of the Parent Company or of the Borrower to the occurrence extent (and only to the extent) that such Limited Liability Company Interests may not be pledged hereunder without violating the terms of an Event the operating agreement or other Governing Documents of Defaultsuch limited liability company), and all of its right, title and interest in each limited liability company to which each of such interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any limited liability company agreement, operating agreement or other Governing Documents, or at law, or otherwise in respect of any such Limited Liability Company Interests;
(iv) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any limited liability company agreement, operating agreement or other Governing Documents, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement, operating agreement or other Governing Documents, to execute any Instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Assets, to Pledgee enforce or execute any checks or other Instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged foregoing; and
(vi) all other Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, any: interest, dividends, rights and other Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned or acquired by such Pledgor from time to time (excluding those in any partnership that is not a Subsidiary of the Parent Company or of Borrower to the extent (and only to the extent) that such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other Governing Documents of such partnership), and all of its right, title and interest in each partnership to which each of such interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement, operating agreement or other Governing Documents, or at law, or otherwise in respect of any such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement, operating agreement or other Governing Documents, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, operating agreement or other Governing Documents, to execute any Instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other Instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(vi) all other Property from time to time hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, interest, dividends, rights and other Property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned or acquired by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned or acquired by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; PROVIDED, or otherwise; or HOWEVER, that (iiiA) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agent, in express trust for PledgeeVoting Stock of any Foreign Corporation, and (B) each Pledgor shall deliver the same forthwith in any event be required to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder 100% of the Pledged SecuritiesNon-Voting Stock of any Foreign Corporation at any time or from time to time owned or acquired by such Pledgor.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) the Concentration Accounts, together with all of the Pledgor's right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor's claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (General Maritime Corp/)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(G) all Financial Assets and Investment Property of such Pledgor from time to time;
(H) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiiI) dividends or distributions payable in property, including securities issued by an issuer other than Pledgeeall Proceeds of any and all of the foregoing; then, provided that (x) no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgeebe required at any time to pledge hereunder, and the pledge granted hereunder shall deliver not be deemed to extend to, more than 65% of the same forthwith total combined voting power of all classes of Voting Stock of any Exempted Foreign Corporation and (y) each Pledgor shall be required to the Pledgee in the exact form received withpledge hereunder 100% of any Non-Voting Stock of each Exempted Foreign Corporation at any time and from time to time acquired by such Pledgor, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Stock shall not be held by Pledgee, subject to the terms hereoflimitations described in clause (x). Notwithstanding anything to the contrary contained herein, as part (I) the Collateral shall at no time include any items which would at such time constitute Excluded Collateral, and (II) the relative rights and remedies of the Pledged SecuritiesPledgee shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect.
Appears in 1 contract
Sources: Pledge Agreement (EnerSys)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(bi) Prior all Limited Liability Company Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iii) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due such Pledgor in respect of Partnership Interests, whether under any partnership agreement or operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and (F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any of the Pledged Securities, or otherwiseall thereof; or and
(iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned by such Pledgor from time to time and all options or other readjustment of Pledgee thereof, or upon the exercise warrants owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained (A) in this Section 3.1, (x) except as otherwise provided in Section 8.18 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (B) in this Agreement, (x) those items of Collateral listed on Schedule XI to the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith Credit Agreement are not required to be delivered to the Pledgee until 30 days after the date hereof and (y) the Borrower shall have until 90 days after the date hereof to take all actions as may have been requested by the Pledgee with respect to the Pledged Stock of the Foreign Subsidiaries of the Borrower listed on Annex B hereto (and all of the representations and warranties set forth herein are modified accordingly until such items of Collateral have been so delivered or such other actions have been taken), it being understood that the requirement to deliver the Notes set forth in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, such Schedule XI is subject to the terms hereof, as part of the Pledged Securitiesproviso to clause (I) of Section 8.17(i) of the Credit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Idt Corp)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (a) As security but subject to the proviso at the end of this Section 3.1), each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Parties in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities, together with all rights, privileges, authority and powers of such Pledgor relating to such Securities in each such issuer or under any organizational document of each such issuer, and the mergercertificates, consolidationinstruments and agreements representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, reorganizationtitle and interest in each limited liability company to which each such Limited Liability Company Interest relates, recapitalization whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets of such limited liability company and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset of such limited liability company, to enforce or execute any checks, or other readjustment instruments or orders, to file any claims and to take any action in connection with any of Pledgee thereof, the foregoing; and
(F) all other property hereafter delivered in substitution for or upon the exercise by Pledgee of any right, privilege, or option pertaining in addition to any of the Pledged Securities andforegoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in connection therewithrespect of or in exchange for any or all of the foregoing;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to deliver the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets of any such partnership and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities foregoing or for any Partnership Asset, to enforce or execute any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any action in connection with any of the aforesaid rights or privileges, or may delay in so doing.foregoing; and
(cF) Prior all other property hereafter delivered in substitution for or in addition to any of the occurrence foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of an Event or in exchange for any or all of Defaultthe foregoing;
(e) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor shall be entitled from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing; provided that (i)(x) no Voting Equity Interests of any Foreign Subsidiary which represents more than 66% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Subsidiary shall be pledged hereunder, provided, however, that immediately and without further notice, upon the occurrence amendment of an Event the Code to allow the pledge of Defaulta greater percentage of Stock in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, whether or the Equity Interests shall include, and the security interest granted by each Pledgor shall attach to, such greater percentage of Voting Equity Interests of each directly owned Foreign Subsidiary that is a Subsidiary of such Pledgor to secure all other Obligations and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the Pledged Securities shall have been registered limitations described in the name preceding clause (x) and (ii) notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 3.1 hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (x) any Equity Interests owned by any Pledgor in any Person for so long as the grant of Pledgee such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Company or any of its nomineesSubsidiaries pursuant to Section 7.02(j) of the Credit Agreement or any organizational document of such Person (although the Company will use its commercially reasonable efforts to endeavor that the organizational documents of a Subsidiary do not contain a restriction on the pledge thereof), Pledgee (B) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or its nominee any province or territory thereof), a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided however, that such security interest shall have attach immediately at such time as the right condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any and all regular cash dividends paid on account portion of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations such property or other rights that does not result in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securitiesconsequences specified in clause (A), any: (iB) stock certificateor (C) above and, including(y) any Margin Stock unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1; provided further, without limitationthat each applicable Pledgor shall provide to the Secured Parties notice of the existence of any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) and 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1., and (z) in the event constituting “Excluded Assets” (or such similar term) under the ABL Credit Documents or if the ABL Credit Documents are no longer in effect, (A) any Equity Interests owned by any Pledgor in any Excluded Subsidiary under clause (a), (f), (g) or (h) of the definition thereof and (B) any interests in Joint Ventures and other non-Wholly-Owned Subsidiaries to the extent, and for so long as, a pledge thereof is not permitted by the terms of its Organization Documents, joint venture agreement or shareholder agreement or similar contractual obligation or, with respect to a Joint Venture, any certificate representing a stock dividend or agreement evidencing Indebtedness of such Joint Venture (in connection with any increase or reduction of capitaleach case, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spinafter giving effect to the applicable anti-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any assignment provisions of the Pledged Securities, UCC of any relevant jurisdiction or otherwise; other applicable laws or (iii) dividends principles or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesequity).
Appears in 1 contract
Sources: Security Agreement and Pledge Agreement (Ciena Corp)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Parties in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSubsidiary Security Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to the occurrence time and all of an Event of Defaultits right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided that (x) except to the extent provided by subsection 6.11 of the Credit -------- Agreement, or otherwise; or no Pledgor (iiito the extent that it is a Domestic Subsidiary of a Borrower) dividends or distributions payable in property, including securities issued by an issuer other shall be required at any time to pledge hereunder more than Pledgee; then, 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Dominos Pizza Government Services Division Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, the applicable Pledgor, as indicated below, does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) in the case of each Pledgor listed on Annex F, the applicable Earnings Account held in its name, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”);
(b) Prior in the case of all Stock of each Subsidiary Guarantor, each a “Pledged Subsidiary”) and is owned by a Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Pledged Subsidiary;
(c) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Pledged SecuritiesSubsidiary owned by such Pledgor from time to time and all of its right, any: (i) stock certificatetitle and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any of the Pledged Securities, or otherwiseall thereof; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.and
Appears in 1 contract
Pledge. (a) As ▇▇ security for Pledgor's promissory note ("Note") to BELL of even date herewith, ▇▇▇ch Note evidences the prompt satisfaction indebtedness of the ObligationsPledgor to BELL, Pledgor hereby agrees pledges, ▇▇rtgages, hypothecates, assigns, transfers, delivers, sets over and confirms unto BELL, its success and assign▇, ▇he following property, to pledgewit: Any and all options to purchase shares or equity investment in BELL or any of its affi▇▇▇▇es, hypothecatehowever received or whenever granted, deliver either registered to or exercisable by the Pledgor, together with all proceeds thereof, additions thereto and set over to Pledgee within twenty (20) days of the date hereofsubstitutions therefor, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Defaultincluding without limitation any other securities, Pledgor shall be entitled to all voting rights cash, or other properties distributed with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver foregoing options to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultpurchase stock or equity investment other securities subject to this Agreement, whether or not the Pledged Securities shall have been registered in the name as a result of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, dissolution, reorganization, recapitalization recapitalization, interest payment, stock split, stock dividend, reclassification or redemption or any other readjustment change declared or made in the capital structure of Pledgee thereofBELL, or upon otherwise, a▇ ▇ollateral security for the exercise by Pledgee payment in full when due of any rightand all obligations and indebtedness of Pledgor to BELL, privilegewhether direct, indi▇▇▇▇ or option pertaining contingent, whether now existing or hereafter incurred and whether or not otherwise secured (hereinafter collectively referred to as the "Obligations"), including without limitation, all obligations and indebtedness of Pledgor under the Note and any extensions, amendments and renewals thereto. In the event of a conflict or inconsistency between the terms hereof and the terms of the Note, the terms of the Note shall control. Pledgor warrants and represents that Pledgor has the right to pledge, mortgage, hypothecate, assign, transfer, deliver, set over and confirm unto BELL all of the foregoing op▇▇▇▇s to purchase shares or equity investment free of any encumbrance subject only to the terms of any plan or plans by or pursuant to which such options or investment were issued or awarded. Pledgor hereby agrees promptly to pledge and deposit hereunder with BELL any stock, securities, ▇▇ other property with respect to any of the Pledged Securities andoptions or securities represented thereby, whether taken in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar substitution for or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior addition to the occurrence of an Event of Defaultabove described property. Such stock, Pledgor other securities and property shall be entitled to any stand pledged and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of assigned for the Obligations in such order and the same manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, the property described in connection with any the first paragraph hereof. All of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or property described in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, this Section 1 and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures first and second paragraphs hereof is hereinafter called the "bank guaranteedPledged Property.") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by each Pledgor, each Pledgor does hereby create, grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty Secured Creditors (20except as otherwise provided in clause (z) days of the date hereoflast paragraph of this Section 3.1), and does hereby create (and, to the extent the following constitutes "Collateral" under, and as defined in, the Pledged Securities Original US Pledge Agreement, does hereby reconfirm (without interruption) its creation, grant, pledge and grants assignment to the Pledgee under the Original US Pledge Agreement of) a lien on continuing security interest (subject to Permitted Liens) in, all of the right, title and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral") (it being understood and agreed that the security interest granted herein (x) for the benefit of the First Lien Creditors shall be senior in priority in all respects to the security interest granted herein for the benefit of the Second Lien Creditors and (y) for the benefit of the Second Lien Creditors shall be subject and subordinated in all respects to the security interest granted herein for the benefit of the First Lien Creditors):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to the occurrence time and all of an Event of Defaultits right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; or and
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor all Proceeds of any and all of the foregoing.
(I) the Second Lien Creditors shall accept the same as Pledgee's agent, in express trust for Pledgeenot have a security interest in, and the grant of security interests pursuant to this Section 3.1 for the benefit of the Second Lien Creditors shall deliver the same forthwith not extend to, any Second Lien Excluded Collateral, and (II) with respect to the Pledgee in Second Lien Creditors, the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures term "bank guaranteed") which Collateral" shall not include the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesSecond Lien Excluded Collateral.
Appears in 1 contract
Pledge. (a) As security To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Collateral Agent for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofCollateral Agent for the benefit of the Secured Parties in and a continuing lien on, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired, wherever located (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Facility Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior to the occurrence extent not otherwise included, all rights of an Event any nature whatsoever in respect of Defaultthe Securities owned or held by such Pledgor from time to time, including, without limitation, all voting rights and economic rights in the Pledgor of the Securities;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ie) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(g) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiih) dividends or distributions payable in property, including securities issued by an issuer other than Pledgeeall Proceeds of any and all of the foregoing; then, provided that (x) no Pledgor shall accept be required at any time to pledge hereunder more than 65.0% of all of the same as Pledgee's agentoutstanding voting Capital Stock of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, in express trust for Pledgee, and which Non-Voting Equity Interests shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to not be held by Pledgee, subject to the terms hereof, as part limitations described in preceding clause (x). Notwithstanding any of the Pledged Securitiesother provisions set forth in this Section 3.1 to the contrary, the term Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in any Excluded Assets; provided that immediately upon the ineffectiveness, lapse or termination of any restriction or condition covering, or resulting in, any asset or other property of a Pledgor constituting Excluded Assets, the Collateral shall (in the absence of any other applicable limitation) include, and such Pledgor shall be deemed to have granted a security interest in, such P▇▇▇▇▇▇’s right, title and interest in and to such asset or other property and such asset or other property shall no longer constitute Excluded Assets.
Appears in 1 contract
Pledge. (a) As collateral security for the prompt satisfaction all of his indemnification obligations under Article VIII of the Merger Agreement (the "Secured Obligations"), the Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to the Pledgee a lien on and continuing security interest in and a lien upon, and hereby assigns, transfers, pledges and sets over to the Pledgee (i) the Pledged SecuritiesShares and the certificates representing the Pledged Shares, (ii) all distributions or payments, whether in cash or in kind, upon or in connection with the Pledged Shares, whether such distributions or payments are by reason of any stock dividend, stock split, spinoff, merger or in partial or complete liquidation, or the result of reclassification, readjustment or any other changes in the capital structure of the Pledgee or otherwise, (iii) all subscriptions, warrants, options and any other rights issued upon or in connection with the Pledged Shares, and (iv) all proceeds of the foregoing (collectively, the "Collateral") .
(b) Prior All certificates or instruments representing or evidencing the Collateral shall be delivered to, and held by or on behalf of, the Pledgee pursuant to the occurrence terms of an Event of Default, Pledgor this Pledge Agreement and shall be entitled accompanied by undated stock powers duly executed in blank or by other instruments of transfer or assignment, all in form and substance satisfactory to all voting rights the Pledgee.
(c) The Pledgee shall not have any duty with respect to any of the Pledged Securities andCollateral other than the duty to use reasonable care in the safe custody of the Collateral in its possession and shall not incur any liability whatsoever so long as it has acted in good faith, except for willful misconduct or gross negligence. Without limiting the generality of the foregoing, the Pledgee shall not be under any obligation to take any steps necessary to preserve the value of any of the Collateral or to preserve its or Pledgor's rights in the Collateral or against any other Persons, but may do so at its option, and all expenses incurred in connection therewith shall be for the sole account of the Pledgor.
(d) If necessary, in the opinion of the Pledgee, for that purposethe better protection of the Pledgee's rights in and to the Collateral and to facilitate the implementation of such rights, Pledgee shall execute and deliver to the Pledgor all necessary proxies. Immediately and without further noticeshall, upon the occurrence request of an Event the Pledgee made at any time following delivery of Defaultthe Collateral to the Pledgee, whether cause all the Collateral to be transferred, registered or not the Pledged Securities shall have been registered in otherwise put into the name of Pledgee or such nominee or nominees as the Pledgee shall from time to time direct. To that end, if the Pledgee transfers all or a portion of the Collateral into its nominee, Pledgee name or the name of its nominee shall have or nominees, the right to exercise all voting rights as to all Pledgee shall, upon the request of the Pledged Securities and all other corporate rights and all conversionPledgor, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of unless an Event of DefaultDefault (as defined below) shall have occurred and be continuing, Pledgor shall be entitled to any execute and all regular cash dividends declared by the Pledgee deliver or cause to be paid on account of the Pledged Securities; provided, however, that immediately executed and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and maythe Pledgor, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection proxies with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith respect to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesCollateral.
Appears in 1 contract
Sources: Pledge Agreement (Physician Computer Network Inc /Nj)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "COLLATERAL"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, or otherwise; or (iiix) dividends or distributions payable in propertyunless there has been a Change of Law as a result of which the granting of the pledge of more than 66-2/3% of the Voting Equity Interests of any Exempted Foreign Entity will not give rise to adverse "deemed dividend" tax consequences to the Borrower under Section 956 of the Code, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required to pledge hereunder more than 65% of the same as Pledgee's agentVoting Equity Interests of any Exempted Foreign Entity (and such Voting Equity Interests in excess of 65% shall not constitute "Collateral,"), (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Pledgor of any Exempted Foreign Entity and (z) the Collateral shall not include Equity Interests in express trust for Pledgee, and shall deliver Joint Ventures that are not Subsidiaries of the same forthwith Borrower to the Pledgee extent that the respective Pledgor is contractually prohibited (after giving effect to any consents or waivers in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed"respect of such prohibition) which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held from pledging such Equity Interests owned by Pledgee, subject it pursuant to the terms hereof, as part of the Pledged Securitiesrespective joint venture agreement or similar agreement governing such Joint Venture.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledgecreate, hypothecate, deliver and set over to Pledgee within twenty (20) days in each case a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in all of the right, the Pledged Securities title and grants to Pledgee a lien on and security interest of such Pledgor in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in any such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization held or other readjustment of Pledgee thereof, or upon the exercise owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests held or owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests held or owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property of such Pledgor from time to time;
(f) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in Section 7.10 of the Credit Agreement and except to the extent that such pledge is to secure the obligations of a Foreign Credit Party (including any guaranty thereof by a US Credit Party), no Pledgor (to the extent that it is a Borrower or otherwise; or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder, and clause (iiib) dividends or distributions payable in propertyabove shall not apply to, including securities issued by an issuer other more than Pledgee; then65% of the Voting Stock of any Foreign Corporation, (y) each Pledgor shall accept be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (z) in no event shall the same as Pledgee's agent, in express trust for Pledgeeterm "Collateral" include, and no Pledgor shall deliver the same forthwith be required to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blankpledge, (with signatures "bank guaranteed"I) which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, Stock of CanCo (until such time as such Stock is no longer subject to the terms hereof, as part of the Pledged SecuritiesCampbell Can Pledge Agreement or otherwise prohibited to be pledged ▇▇▇▇▇▇▇▇r by any of the Campbell Can Acquisition Documents) or (II) any Excluded Equity ▇▇▇▇▇▇▇ts (except as otherwise provided in the definition thereof).
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock;
(b) Prior all Limited Liability Company Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(d) all other Investment Property that constitutes Equity Interests of a Person that is a Subsidiary of a Pledgor; and
(e) all Proceeds, rents, issues, profits, returns, income, allocations and of and from any and all of the Pledged Securitiesforegoing; provided that (x) except in the circumstances and to the extent provided by Section 9.14 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 66- 2/3% of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (with signatures "bank guaranteed"y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitieslimitations described in preceding clause (x) and (z) no Pledgor shall be required at any time to pledge hereunder any Excluded TNI Assets.
Appears in 1 contract
Pledge. (a) As security To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Collateral Agent for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofCollateral Agent for the benefit of the Secured Parties in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to the occurrence Collateral Account, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to in the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of DefaultCollateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by any Secured Obligation Agreement to be deposited in the right Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(i) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(iv) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(i) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(vi) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and
(f) all Financial Assets, Investment Property and Pledged Securities, or otherwise; or Notes of such Pledgor from time to time.
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith Notwithstanding anything to the Pledgee contrary contained herein, the collateral shall at no time include any items which would at such time constitute Excluded Collateral (as defined in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesSecurity Agreement).
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed by any Pledgor, each Pledgor does hereby grant and pledge to the Pledgee, for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
5 (ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Security Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing; (b) all Securities upon the merger, consolidation, reorganization, recapitalization directly owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgeepurchase Securities; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior except to the occurrence extent constituting an Excluded Asset, all Limited Liability Company Interests directly owned by such Pledgor from time to time and all of an Event its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-offforegoing; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.6
Appears in 1 contract
Sources: Credit Agreement (Urban One, Inc.)
Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor (abut subject to clause (x) As security of the proviso at the end of this Section 3(a) in the case of the Voting Equity Interests of Foreign Subsidiaries and FSHCOs pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Credit Documents then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(bi) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Credit Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(ii) all Securities upon owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the mergerfullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, consolidationincome, reorganizationsurpluses, recapitalization losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofLimited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iiv) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiivii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgeeall Proceeds of any and all of the foregoing; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith provided that notwithstanding anything to the Pledgee contrary in this clause (a), the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which term “Collateral” and the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiespledge hereunder shall not include any Excluded Collateral.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Performance Sports Group Ltd.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(E) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing.
(x) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation, (y) the Pledgors shall not be required to pledge Equity Interests of any Excluded Entities (and such Equity Interests shall not constitute "Collateral") unless the aggregate fair market value (as determined in good faith by the Borrower) of any and all such Equity Interests not pledged pursuant to this clause (y) exceeds $10,000,000, in which case the Pledgors shall cause an amount of such Equity Interests otherwise excluded from the pledge pursuant to this Agreement by operation of this clause (y) to be pledged hereunder so that the aforementioned threshold is not exceeded (with all Equity Interests not required to be pledged hereunder at any time pursuant to the provisions of this clause (y) being herein called the "Excluded Equity Interests") and (z) the Borrower and its Subsidiaries shall not be required to pledge any of the Equity Interests of Chouteau so long as Chouteau is not treated as a Subsidiary pursuant to the proviso contained in the first sentence of the definition of Subsidiary contained in the Credit Agreement. If any property is not pledged hereunder, in accordance with the provisions of the immediately preceding sentence, but is at any time after the date of this Agreement required to be pledged hereunder (whether because of a Change of Law, the aggregate value of Equity Interests of Excluded Entities exceeding the threshold amount described above, Chouteau ceasing to meet the requirements described above or otherwise; or (iii) dividends or distributions payable in property), including securities issued by an issuer other than Pledgee; then, Pledgor then the security interests created under this agreement shall accept the same as Pledgee's agent, in express trust for Pledgeeautomatically and immediately attach and apply to, and cover, all such property which is required to be pledged hereunder, without the necessity of the taking of any further action by any Pledgor, although the Pledgors shall deliver not be excused from following the same forthwith procedures, and taking the actions, otherwise required with respect to such property or assets pursuant to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part other provisions of the Pledged Securitiesthis Agreement.
Appears in 1 contract
Pledge. 2.1 In consideration of the Pledgee and the Lender Parties agreeing to enter into the Credit Documents and the Hedging Agreements (aif any) As and as security for the prompt satisfaction due and punctual performance of the Obligations, the Pledgor hereby agrees as sole legal and beneficial owner of: (i) the Existing Securities, (ii) any and all other issued shares in the Borrower from time to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of time owned by the Pledgor from the period commencing on the date hereof, hereof and terminating on the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, date upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to which all of the Pledged Securities Obligations, except the Other Obligations, have been paid in full (such period being the "SECURITY PERIOD"), and (iii) all other shares, stocks, securities, grants and all other corporate rights rights, monies and property whatsoever, including all conversion, exchange, subscription dividends or other rightsdistributions and interest paid or payable thereon, privileges which may at any time be derived from, accrue on or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitationbe offered in respect of, the right to exchange Existing Securities and/or any or all of the Pledged Securities upon issued shares referred to in (ii) above or comprised in any security created pursuant hereto, whether by way of redemption, exchange, conversion, option rights, bonus, preference, capital reorganisation or otherwise howsoever ((i) - (iii) being the merger"PLEDGED PROPERTY"), consolidationhereby mortgages, reorganizationassigns, recapitalization pledges and hypothecates unto the Pledgee a first priority security interest, charge and mortgage in all and singular of its respective rights, title and interests and privileges, whether now owned or other readjustment of Pledgee thereofhereafter acquired in, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of and over the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms Property and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doingeach part thereof.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered 2.2 Upon payment in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account full of the Obligations in such order and manner under the Credit Documents, a Permitted Restructuring or other transaction permitted by the Credit Agreement that requires the security hereby constituted by this Pledge to be released as Pledgee may elect.
(d) At any time following execution of this contemplated by the Credit Agreement, if Pledgor the Pledgee shall become entitled to receive or shall receive, in connection with any upon the request of the Pledged SecuritiesPledgor, any: (i) stock certificatedischarge the security hereby constituted by this Pledge and return the items listed in Clause 10.1.1, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 1 contract
Pledge. To secure the prompt payment and performance of all and each and every part of the Obligations now or at any time hereafter owed or to be paid or performed by each or any of the Loan Parties, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Parties, and does hereby create a continuing security interest and Lien (subject to Liens from time to time permitted to exist with respect to any Collateral pursuant to the Credit Agreement and the other Loan Documents from time to time in effect) in favor of the Pledgee for the benefit of the Secured Parties in and upon, all of the right, title and interest of such Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the “Collateral”):
(a) As security for the prompt satisfaction each of the ObligationsCollateral Accounts of such Pledgor, Pledgor hereby agrees to pledge, hypothecate, deliver including any and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversionProperty of whatsoever type or kind from time to time deposited by such Pledgor in each such Collateral Account, exchangewhether such Property is now owned or existing or is hereafter created or acquired, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or by any of the other Loan Documents to be deposited in such Collateral Account, and all Investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise acquired by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests owned or acquired by such Pledgor from time to the occurrence time, and all of an Event its right, title and interest in each limited liability company to which each of Defaultsuch interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any limited liability company agreement, operating agreement or other Governing Documents, or at law, or otherwise in respect of any such Limited Liability Company Interests;
(iv) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any limited liability company agreement, operating agreement or other Governing Documents, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement, operating agreement or other Governing Documents, to execute any Instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Assets, to Pledgee enforce or execute any checks or other Instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged foregoing; and
(vi) all other Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, any: interest, dividends, rights and other Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned or acquired by such Pledgor from time to time, and all of its right, title and interest in each partnership to which each of such interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement, operating agreement or other Governing Documents, or at law, or otherwise in respect of any such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any partnership agreement, operating agreement or other Governing Documents, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, operating agreement or other Governing Documents, to execute any Instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other Instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(vi) all other Property from time to time hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, interest, dividends, rights and other Property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned or acquired by such Pledgor from time to time in any and all of the Pledged Securities, foregoing;
(f) all Financial Assets and Investment Property owned or otherwiseacquired by such Pledgor from time to time; or and
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securities.foregoing;
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock;
(b) Prior all Limited Liability Company Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(d) all other Investment Property that constitutes Equity Interests of a Person that is a Subsidiary of a Pledgor; and
(e) all Proceeds of any and all of the Pledged Securitiesforegoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agenttotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, in express trust for Pledgee, and which Non-Voting Equity Interests shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to not be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitieslimitations described in preceding clause (x).
Appears in 1 contract
Pledge. (a) As security To secure the Applicable Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Obligationsrelevant Secured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the relevant Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(bi) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(ii) all Securities upon owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor’s right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the mergercapital thereof and its interest in all profits, consolidationincome, reorganizationsurpluses, recapitalization losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofLimited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or upon the exercise by Pledgee at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, privilegepower, or remedy, authority, option pertaining to and privilege of any of the Pledged Securities andsuch Pledgor relating to such Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iiv) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of such Pledgor’s right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) in the case of the Pledged SecuritiesBorrower, the RJRTH Intercompany Note and all rights of the Borrower hereunder in its capacity as the RJRTH Intercompany Note Creditor (including all rights to receive proceeds from any sale or otherwiseother disposition of the capital stock of R▇▇▇▇▇▇▇ Tobacco pledged to secure RJRTH Intercompany Note Obligations);
(vii) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viii) all Proceeds of any and all of the foregoing. ; provided that, notwithstanding the foregoing, (1) the Collateral that secures the Existing Senior Notes Obligations of a Specified Existing Senior Notes Pledgor shall be limited to Designated Existing Senior Notes Collateral owned by such Specified Existing Senior Notes Pledgor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Existing Senior Notes Pledgor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Existing Senior Notes Pledgor that are to be applied to the Existing Senior Notes Obligations shall be limited to Collateral Proceeds resulting from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated Existing Senior Notes Collateral of such Specified Existing Senior Notes Pledgor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Existing Senior Notes Pledgor, (iii2) dividends the Collateral that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Pledgor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Pledgor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Pledgor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Pledgor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds resulting from the sale, other disposition of or distributions payable other realization upon, and other moneys received in propertyrespect of, including securities issued the Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Pledgor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Pledgor, (3) the Collateral that secures the RJRTH Intercompany Note Obligations of RJRTH shall be limited to the capital stock of R▇▇▇▇▇▇▇ Tobacco owned by an issuer RJRTH, and the Collateral Proceeds with respect to the capital stock of R▇▇▇▇▇▇▇ Tobacco owned by RJRTH that are to be applied to the RJRTH Intercompany Note Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, such capital stock of R▇▇▇▇▇▇▇ Tobacco, (4) prior to (but not after) the time RJRTH becomes a Specified RAI Senior Notes Pledgor, the capital stock of R▇▇▇▇▇▇▇ Tobacco shall not secure any Obligations other than Pledgee; thenthe RJRTH Intercompany Note Obligations, Pledgor (5) at any time prior to the exchange of at least 51% in aggregate principal amount of each series of Existing Senior Notes for Exchange Senior Notes as contemplated by the definition of “Exchange Senior Notes” in the Credit Agreement (and the elimination of the lien covenant in the Existing Senior Notes Indenture as consented to by the requisite holders of the Existing Senior Notes), the term “Collateral” as used herein shall accept not include any indebtedness or other obligations owing by a Subsidiary of RJRTH to RJRTH or any of its Subsidiaries, (6) at any time on and after RJRTH becomes a Specified RAI Senior Notes Pledgor, the same as Pledgee's agent, in express trust for Pledgeecapital stock of R▇▇▇▇▇▇▇ Tobacco owned by RJRTH shall cease to secure the RJRTH Intercompany Note Obligations, and shall deliver the same forthwith to the Pledgee (7) in the exact form received withcase of any sale, assignment, transfer or grant of a security interest hereunder by a Restricted Pledgor only, the term “Collateral” shall not include any Collateral (determined as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, provided herein without regard to this clause (with signatures "bank guaranteed"7)) which the of such Restricted Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part other than (x) Collateral of the Pledged Securitiestype described in clause (i) of Section 3.1 and (y) all other Collateral of the type which may be perfected by the filling of a UCC-1 financing statement in any relevant jurisdiction.
Appears in 1 contract
Pledge. If the Mortgagor is not liable for all or any part of the Liabilities, then the Mortgagor agrees that:
15.1 If any moneys become available from any source other than the Premises that the Mortgagee can apply to the Liabilities, the Mortgagee may apply them in any manner it chooses, including but not limited to applying them against obligations, indebtedness or liabilities which are not secured by this Mortgage.
15.2 The Mortgagee may take any action against the Borrower, the Premises or any other collateral for the Liabilities, or any other person liable for any of the Liabilities.
15.3 The Mortgagee may release the Borrower or anyone else from the Liabilities, either in whole or in part, or release the Premises in whole or in part or any other collateral for the Liabilities, and need not perfect a security interest in the Premises or any other collateral for the Liabilities.
15.4 The Mortgagee does not have to exercise any rights that it has against the Borrower or anyone else, or make any effort to realize on the Premises or any other collateral for the Liabilities, or exercise any right of setoff.
15.5 Without notice or demand and without affecting the Mortgagor’s obligations hereunder, from time to time, the Mortgagee is authorized to: (a) As security renew, modify, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the prompt satisfaction terms of the ObligationsLiabilities or any part thereof, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days including increasing or decreasing the rate of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
thereon; (b) Prior release, substitute or add any one or more sureties, endorsers, or guarantors; (c) take and hold other collateral for the payment of the Liabilities, and enforce, exchange, substitute, subordinate, waive or release any such collateral; (d) proceed against the Premises or any other collateral for the Liabilities and direct the order or manner of sale as the Mortgagee in its discretion may determine; and (e) apply any and all payments received by the Mortgagee in connection with the Liabilities, or recoveries from the Premises or any other collateral for the Liabilities, in such order or manner as the Mortgagee in its discretion may determine.
15.6 The Mortgagor’s obligations hereunder shall not be released, diminished or affected by (a) any act or omission of the Mortgagee, (b) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings affecting the Borrower or any of its assets, (c) any change in the composition or structure of the Borrower, including a merger or consolidation with any other person or entity, or (d) any payments made upon the Liabilities.
15.7 The Mortgagor expressly consents to any impairment of any other collateral for the Liabilities, including, but not limited to, failure to perfect a security interest and release of any other collateral for the Liabilities and any such impairment or release shall not affect the Mortgagor’s obligations hereunder.
15.8 The Mortgagor waives and agrees not to enforce any rights of subrogation, contribution or indemnification that it may have against the Borrower, any person liable on the Liabilities, or the Premises, until the Borrower and the Mortgagor have fully performed all their obligations to the occurrence Mortgagee, even if those obligations are not covered by this Mortgage.
15.9 The Mortgagor waives (a) to the extent permitted by law, all rights and benefits under any laws or statutes regarding sureties, as may be amended, (b) any right the Mortgagor may have to receive notice of an Event the following matters before the Mortgagee enforces any of Defaultits rights: (i) the Mortgagee’s acceptance of this Mortgage, Pledgor shall (ii) any credit that the Mortgagee extends to the Borrower, (iii) the Borrower’s default, (iv) any demand, diligence, presentment, dishonor and protest, or (v) any action that the Mortgagee takes regarding the Borrower, anyone else, any other collateral for the Liabilities, or any of the Liabilities, which it might be entitled to all voting rights with respect by law or under any other agreement, (c) any right it may have to require the Mortgagee to proceed against the Borrower, any other obligor or guarantor of the Liabilities, the Premises or any other collateral for the Liabilities, or pursue any remedy in the Mortgagee’s power to pursue, (d) any defense based on any claim that the Mortgagor’s obligations exceed or are more burdensome than those of the Borrower, (e) the benefit of any statute of limitations affecting the Mortgagor’s obligations hereunder or the enforcement hereof, (f) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever (other than payment in full) of the obligation of the Borrower for the Liabilities, and (g) any defense based on or arising out of any defense that the Borrower may have to the Pledged Securities payment or performance of the Liabilities or any portion thereof. The Mortgagee may waive or delay enforcing any of its rights without losing them. Any waiver affects only the specific terms and time period stated in the waiver.
15.10 The Mortgagor agrees that to the extent any payment is received by the Mortgagee in connection with the Liabilities, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Mortgagee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a “Preferential Payment”), then this Mortgage shall continue to be effective or shall be reinstated, as the case may be, and whether or not the Mortgagee is in possession of this Mortgage, and, for that purposeto the extent of such payment or repayment by the Mortgagee, Pledgee the Liabilities or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made. If this Mortgage must be reinstated, the Mortgagor agrees to execute and deliver to Pledgor the Mortgagee any new mortgages and agreements, if necessary or if requested by the Mortgagee, in form and substance acceptable to the Mortgagee, covering the Premises.
15.11 Any rights of the Mortgagor, whether now existing or hereafter arising, to receive payment on account of any indebtedness (including interest) owed to the Mortgagor by the Borrower, or to withdraw capital invested by the Mortgagor in the Borrower, or to receive distributions from the Borrower, shall at all necessary proxiestimes be subordinate to the full and prior repayment to the Mortgagee of the Liabilities. Immediately The Mortgagor shall not be entitled to enforce or receive payment of any sums hereby subordinated until the Liabilities have been paid in full and without further noticeany such sums received in violation of this Mortgage shall be received by the Mortgagor in trust for the Mortgagee. The Mortgagor agrees to fully cooperate with the Mortgagee and not to delay, upon impede or otherwise interfere with the efforts of the Mortgagee to secure payment from the assets which secure the Liabilities including actions, proceedings, motions, orders, agreements or other matters relating to relief from automatic stay, abandonment of property, use of cash collateral and sale of the Mortgagee’s collateral free and clear of all liens. The foregoing notwithstanding, until the occurrence of any default, the Mortgagor is not prohibited from receiving distributions from the Borrower in an Event of Default, whether or not amount equal to any income tax liability imposed on the Pledged Securities shall have been registered Mortgagor attributable to the Mortgagor’s ownership interest in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this AgreementBorrower, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin each such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided that (A)(x) until a change in the relevant sections of the Code or the regulations, rules, rulings, notices or otherwise; other official pronouncements issued or promulgated thereunder (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (B) no Pledgor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) the Equity Interests in Persons that are not Wholly-Owned Subsidiaries of Holdings but only to the extent that the pledge of such Equity Interests is not permitted hereunder by the terms of any agreement or organizational document of such Person and only so long as such contractual prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC, the Bankruptcy Code or any other requirement of law. Notwithstanding anything to the contrary contained in this Agreement, the Pledgors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder except to the extent that a security interest in such types of Collateral can be perfected (i) by the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) possession of certificated Securities evidencing Equity Interests, (iii) dividends or distributions payable possession of Instruments constituting Notes, (iv) as provided in propertySection 3.2(a)(ii) hereof and (v) as provided in Section 3.2(a)(v) hereof and the representations, including securities issued by an issuer other than Pledgee; then, Pledgor warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be qualified to the Pledgee extent provided in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesthis paragraph.
Appears in 1 contract
Sources: Pledge Agreement (Town Sports International Holdings Inc)
Pledge. (a) As The Pledgor does hereby grant unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt satisfaction payment and performance when due of the all Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and continuing security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged right, title and interest of the Pledgor in, to and under all of the following property (and all rights therein) of the Pledgor, or in which or to which the Pledgor has any rights, in each case whether now existing or hereafter from time to time acquired:
(a) all Securities and all other corporate rights options and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof warrants from time to time to purchase Securities (including, without limitation, those set forth on Annex C hereto);
(b) all Limited Liability Company Interests (including, without limitation, those set forth on Annex D hereto) and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor against any such limited liability company in respect of such Limited Liability Company Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization Pledgor's rights under any limited liability company agreement or other readjustment of Pledgee thereof, operating agreement or upon the at law to exercise by Pledgee of any and enforce every right, privilegepower, or remedy, authority, option pertaining to any and privilege of the Pledged Securities andPledgor relating to such Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to Pledgee make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and mayauthority to demand, at Pledgee's optionreceive, be applied on account enforce, collect or receipt for any of the Obligations in such order foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests (including, without limitation, those set forth on Annex E hereto) and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership in respect of such Partnership Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(d) all Trust Beneficial Interests (including, without limitation, those set forth on Annex F hereto) and all of its right, title and interest in each trust to which each such Trust Beneficial Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the Pledged Securitiesdocuments and agreements governing such Trust Beneficial Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Trust Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Trust Beneficial Interests;
(B) all other payments due or to become due to the Pledgor in respect of Trust Beneficial Interests, whether under any trust agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any trust agreement, or at law or otherwise in respect of such Trust Beneficial Interests;
(D) all present and future claims, if any, of the Pledgor against any such Trust in respect of such Trust Beneficial Interests for monies loaned or advanced, for services rendered or otherwise; ;
(E) all of the Pledgor's rights under any trust agreement or (iii) dividends operating agreement or distributions payable in propertyat law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Trust Beneficial Interests, including securities issued by an issuer any power to terminate, cancel or modify any trust agreement, to execute any instruments and to take any and all other than Pledgeeaction on behalf of and in the name of the Pledgor in respect of such Trust Beneficial Interests and any such trust, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Trust Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; thenand
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, Pledgor shall accept all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the same as Pledgee's agentforegoing; all of the foregoing, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee extent now existing or hereinafter from time to time acquired, collectively the "Collateral". Notwithstanding the foregoing, the Collateral shall in no event include more than 65% of the exact form received withtotal outstanding Voting Capital Stock, Limited Liability Company Interests or the Partnership Interests, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the any Pledged SecuritiesEntity.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin each such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided that (A)(x) until a change in the relevant sections of the Code or the regulations, rules, rulings, notices or otherwise; other official pronouncements issued or promulgated thereunder (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (B) no Pledgor shall be required to grant a security interest hereunder in any Excluded Collateral. Notwithstanding anything to the contrary contained in this Agreement, the Pledgors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder except to the extent that a security interest in such types of Collateral can be perfected (i) by the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) possession of certificated Securities evidencing Equity Interests, (iii) dividends or distributions payable possession of Instruments constituting Notes, (iv) as provided in propertySection 3.2(a)(ii) hereof and (v) as provided in Section 3.2(a)(v) hereof and the representations, including securities issued by an issuer other than Pledgee; then, Pledgor warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be qualified to the Pledgee extent provided in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesthis paragraph.
Appears in 1 contract
Sources: Pledge Agreement (Town Sports International Holdings Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (General Maritime Corp/)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Operating Account that will be established on the Collateral Delivery Date, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Operating Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (Genco Shipping & Trading LTD)
Pledge. (a) As In consideration of the Pledgee selling the Shares to the Corporate Pledgor and as security for the prompt satisfaction repayment of the ObligationsNote, the Corporate Pledgor and the Pledgor hereby agrees grant a security interest to pledge, hypothecate, deliver and set over to the Pledgee within twenty (20) days in instruments of the date hereoffollowing description, duly endorsed in blank or accompanied by duly endorsed stock powers, separate form (collectively, the Pledged Securities "Stock Powers"), and grants to Pledgee a lien on and security interest in and herewith delivered to the Escrow Agent: Number of Shares* Pledging ISSUER OR % INTEREST CERTIFICATE NO. PARTY Corporate Pledgor Humana Trans Services 1000shares 101 Group, Ltd. Pledgor Dominix, Inc. [] Pledgor ▇▇▇▇▇▇.▇▇▇, Inc. 34,750 shares A025 Series A preferred stock** Pledgor National Management Consulting Inc. 500,000 shares *Unless otherwise noted, the shares represent common stock of the Issuer. **11,500 shares of the series A preferred stock of ▇▇▇▇▇▇.▇▇▇, Inc. is already held in escrow with the Escrow Agent. The Pledgor appoints the Pledgee his attorney to arrange for the transfer of the Pledged Securities.
(b) Prior Stock on the books of the companies to the occurrence name of an Event of Default, Pledgor the Pledgee. The Pledgee at its option shall be entitled to all voting rights with respect to hold the Pledged Securities and, for that purpose, Stock on the books of the companies in the name of the Pledgee. The Pledgee shall hold the Pledged Stock as security for payment of the Note and shall not encumber or dispose of the Pledged Stock except in accordance with the provisions of paragraph 8 of this Agreement. Corporate Pledgor and the Pledgor agree to execute and deliver to Pledgor Pledgee any UCC-1 financing statements and any other documents necessary or appropriate to prtec the security interested granted to the Pledgee hereunder and shall cause the same to be duly recorded and filed in all places necessary proxies. Immediately and without further notice, upon to perfect the occurrence security interest of an Event of Default, whether or not the Pledgee in the Pledged Securities Stock. In the event that any recording or refiling thereof )(or filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such security interest, the Corporate Pledgor and the Pledgor at their own expense, shall have been registered cause the same to be re-recorded and/or refiled at the time and in the name of Pledgee or manner requested by the Pledgee. The Corporate Pledgor and the Pledgor hereby irrevocably designate the Pledgee, its nomineeagents, Pledgee or its nominee representatives and designees, as agent and attorney-in-fact for the Corporate Pledgor and the Pledgor for the aforesaid purposes. The UCC-1 financing statement to be executed and delivered by the Corporate Pledgor for the Shares shall have be subordinate only to the right to exercise all voting rights as to all security interest held by the factor of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all Company's receivables. None of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining UCC-1 financing statements with respect to any of the Pledged Securities and, in connection therewith, to deliver any of Stock other than the Pledged Securities Shares shall be subordinate to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise security interest of any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be kind held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany third party.
Appears in 1 contract
Sources: Pledge Agreement (National Management Consultants Inc)
Pledge. (a) As security To secure all Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee a security interest in all of the Obligations, Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of on the date hereof, and delivers to the Pledged Securities Pledgee certificates or instruments therefor, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and grants sets over to the Pledgee a lien on all of such Pledgor's right, title and security interest in and to the Pledged Securities.
such Securities (b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled and in and to all voting rights with respect certificates or instruments evidencing such Securities), to be held by the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further noticePledgee, upon the occurrence terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee all of an Event such Pledgor's Limited Liability Company Interests and all of Defaultsuch Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or not hereafter acquired, including, without limitation:
(A) all the Pledged Securities capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall have been registered at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; 8 (E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgee or its nomineesuch Pledgor in respect of such Limited Liability Company Interest and any such limited liability company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Asset, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged SecuritiesPartnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Collateral;
(B) all other payments due or to become due to such Pledgor in respect of any such Collateral, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any: , under any partnership or other agreement or at law or otherwise in respect of any such Collateral;
(iD) stock certificateall present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, 9 cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any certificate representing a stock dividend time owned or in connection with represented by any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLimited Liability Company Interest.
Appears in 1 contract
Sources: Pledge and Security Agreement (Starwood Hotel & Resorts Worldwide Inc)
Pledge. To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and assign (aand hereby reconfirms its grant, pledge and assignment under the Original Pledge Agreement) As security to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver create (and set over to Pledgee within twenty (20reconfirms its previous creation of) days a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 66% of the Voting Stock of any Foreign Corporation except as otherwise provided in Section 7.12(b) of the Credit Agreement, and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation. The parties hereto hereby confirm that the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith security interests created pursuant to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees Original Pledge Agreement shall continue uninterrupted pursuant to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesthis Agreement.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, or otherwiseno Pledgor shall be required at any time to pledge hereunder (x) to the extent such assets are the property of the Pledgor, any limited liability company interests of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a security interest in such limited liability company interests; provided that a security interest shall attach immediately upon (and the exclusion to this clause (x) shall no longer apply at any time after) the consummation of the Starpower Acquisition, (y) to the extent such assets are the property of the Pledgor, any equity interests of Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (iiiz) dividends or distributions payable in property, including securities issued by an issuer other more than Pledgee65% of the Voting Equity Interest of any Foreign Corporation; then, provided that each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (RCN Corp /De/)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock;
(b) Prior all Limited Liability Company Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(d) all other Investment Property that constitutes Equity Interests of a Person that is a Subsidiary of a Pledgor; and
(e) all Proceeds, rents, issues, profits, returns, income, allocations and of and from any and all of the Pledged Securitiesforegoing; provided that (x) except in the circumstances and to the extent provided by Section 9.15 of the Loan Agreement (in which case this clause (x) shall no longer be applicable), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 66- 2/3% of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (with signatures "bank guaranteed"y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereoflimitations described in preceding clause (x) and (z) no Pledgor shall be required at any time to pledge hereunder any equity interests in any Excluded TNI Assets. Notwithstanding anything in this Agreement to the contrary, as part it is the understanding of the Pledged Securitiesparties that the Liens pledged pursuant to this Section 3.1 shall, (x) with respect to any such Liens granted in any Collateral comprising Common Collateral (as defined in the ▇▇▇ Intercreditor Agreement), prior to the First Priority Obligations Payment Date (as defined in the ▇▇▇ Intercreditor Agreement), be subject and subordinate to the First Priority Lien (as defined in the ▇▇▇ Intercreditor Agreement) on such Collateral pursuant to the terms of the ▇▇▇ Intercreditor Agreement and (y) with respect to any such Liens granted in any Collateral comprising Common Collateral (as defined in the Pulitzer Intercreditor Agreement), prior to the First Priority Obligations Payment Date (as defined in the Pulitzer Intercreditor Agreement), be subject and subordinate to the First Priority Lien (as defined in the Pulitzer Intercreditor Agreement) on such Collateral pursuant to the terms of the Pulitzer Intercreditor Agreement.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, the applicable Pledgor, as indicated below, does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Parties in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) in the case of each Pledgor listed on Annex F, the applicable Earnings Account held in its name, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”);
(b) Prior all Stock of each Subsidiary Guarantor (each a “Pledged Subsidiary”) owned by a Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Pledged Subsidiary;
(c) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch ▇▇▇▇▇▇▇’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Pledged SecuritiesSubsidiary owned by such Pledgor from time to time and all of its right, any: (i) stock certificatetitle and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Revolving Credit Agreement (International Seaways, Inc.)
Pledge. The Pledgor hereby pledges to the Collateral Agent (for the benefit of the Agents and the Lenders) and grants to the Collateral Agent (for the benefit of the Agents and the Lenders) a security interest in the following (collectively, the "Pledged Collateral"):
(a) As security for the prompt satisfaction All of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver issued and set over to Pledgee within twenty (20) days outstanding capital stock of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest issuers described in and to the Pledged Securities.
EXHIBIT A hereto (b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right shares of such capital stock described in EXHIBIT A hereto), and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment Stock;
(b) All additional shares of Pledgee thereof, or upon the exercise by Pledgee stock of any right, privilege, or option pertaining to any issuer of the Pledged Securities andStock from time to time acquired by the Pledgor in any manner, in connection therewithand all of the shares of the capital stock issued to the Pledgor by any other Subsidiary of the Pledgor after the date hereof that are required to be pledged pursuant to the Credit Agreement, to deliver and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Securities Stock and the Collateral Agent is irrevocably authorized, but is not required, to any committeeamend EXHIBIT A from time to time to reflect such additional shares), depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee options, warrants, dividends, cash, instruments and other rights and options from time to be paid on account time received, receivable or otherwise distributed in respect of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any or all of such shares;
(c) The property and interests in property described in SECTION 4 below; and
(d) All proceeds of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, foregoing. The Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith hereby delivers to the Pledgee Collateral Agent all of such Pledged Collateral which is in existence on the exact form received withdate hereof, as applicable, Pledgor's endorsement, or accompanied by appropriate undated stock powers (the "Stock Powers") duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 1 contract
Sources: Credit Agreement (Hexcel Corp /De/)
Pledge. (a) As security To secure all Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee for the benefit of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee Secured Creditors a lien on and first priority security interest in all of the Collateral owned by such Pledgor; (ii) collaterally assigns to the Pledgee for the benefit of the Secured Creditors all of such Pledgor’s Pledged Limited Liability Company Interests and all of such Pledgor’s right, title and interest in each Pledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests;
(B) all other payments due or to become due such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company Interests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the Pledged Securities.
(b) Prior to the occurrence take any and all other action on behalf of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineesuch Pledgor in respect of such Pledged Limited Liability Company Interest and any Pledged Limited Liability Company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Assets, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (ii) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor’s Pledged SecuritiesPartnership Interests and all of such Pledgor’s right, title and interest in each Pledged Partnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests;
(B) all other payments due or to become due such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any: , under any partnership or other agreement or at law or otherwise in respect of any such Pledged Partnership Interests (iexcept any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) stock certificateall present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, the term “Limited Liability Company Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any certificate representing a stock dividend or in connection with time owned by any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLimited Liability Company.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all each of the Pledged Securities and all other corporate rights and all conversionCollateral Accounts, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to including any and all regular cash dividends declared assets of whatever type or kind deposited by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Defaultsuch Pledgor in such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificatearising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any certificate type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing a stock dividend or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in connection with any increase or reduction respect of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any or all of the Pledged foregoing;
(b) all Securities owned by such Pledgor from time to time and all options or warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(i) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise; , whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) dividends all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsementoperating agreement, or appropriate stock powers duly executed at law or otherwise in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part respect of the Pledged Securities.such Limited Liability Company Interests;
Appears in 1 contract
Sources: Pledge Agreement (Infousa Inc)
Pledge. (a) As security To secure all Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section I hereof, each Pledgor hereby: (i) grants to the Pledgee a first priority security interest in all of the Obligations, Collateral owned by such Pledgor- (ii) pledges and deposits as security with the Pledgee the certificate Securities owned by such Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of on the date hereof, and delivers to the Pledged Securities Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and grants sets over to the Pledgee a lien on all of such Pledgor's right, title and security interest in and to the Pledged Securities.
such Securities (b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled and in and to all voting rights with respect certificates or instruments evidencing such Securities), to be held by the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further noticePledgee, upon the occurrence terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee all of an Event such Pledgor's Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and all of Defaultsuch Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests (except any rights as managing member of a limited liability company which is not a Wholly- Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Securities shall have been registered Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgee or its nomineesuch Pledgor in respect of such Limited Liability Company Interest and any Pledged Limited Liability Company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver of approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Assets, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged SecuritiesPartnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of any such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any: , under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interests (iexcept any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights);
(D) stock certificateall present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof, and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(a) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any certificate representing a stock dividend or in connection with time owned by any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLimited Liability Company.
Appears in 1 contract
Sources: Pledge and Security Agreement (HMH HPT Courtyard Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Earnings Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (abut subject to clause (A) As security of the proviso at the end of this Section 3.1 in the case of Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andU.S. Security Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right DIP Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing; provided that (A) to the extent Voting Equity Interests of any Exempted Foreign Entity is pledged hereunder which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity (with all Voting Equity Interests of the respective Exempted Foreign Entity in excess of said 65% limit being herein called “Excess Exempted Foreign Entity Voting Equity Interests”), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, such Excess Exempted Foreign Entity Voting Equity Interests shall secure Obligations of the respective Pledgor shall accept only as a guarantor of the same as Pledgee's agent, in express trust for PledgeeObligations of the Canadian Borrower and the German Borrower, and shall deliver not secure any direct Obligations of the same forthwith to U.S. Borrower (or guarantees of such Obligations by the Pledgee in the exact form received with, as applicable, respective Pledgor's endorsement, or appropriate stock powers duly executed in blank), (with signatures "bank guaranteed"B) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereoflimitations described in preceding clause (A) and (C) no Pledgor shall be required at any time to pledge hereunder, and the term “Collateral” shall not include, any rights or property (x) to the extent that any valid and enforceable law, statute, rule, regulation, order or directive of a governmental authority or agency applicable to such rights or property, or any contractual obligations binding on such rights or property, prohibits, restricts or requires the consent of a third party for, or would result in the termination of such rights or property as a result of, the creation of a security interest therein, except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (solely to the extent the UCC is controlling) or (y) in director’s qualifying shares, to the extent that a Subsidiary of such Pledgor shall have been required by applicable law to issue such director’s qualifying shares, provided, further, that any such rights and property described in clause (C)(x) of the preceding proviso shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, such rights and properties shall automatically be included in the Collateral, without further action on the part of any Pledgor, the Pledged SecuritiesCollateral Agent or any other Secured Creditor.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed by the Pledgor, the Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsBeneficiaries, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Encumbrances permitted to Pledgee within twenty (20) days exist with respect to the Collateral pursuant to the terms of all of the date hereofSenior Finance Documents then in effect) in favor of the Pledgee for the benefit of the Beneficiaries in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired, (the “Collateral”):
(ba) Prior all Limited Liability Company Interests owned by the Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(i) all other payments due or to exchange become due to the Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(ii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(iii) all of the Pledged Securities upon Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the mergerPledgor relating to such Limited Liability Company Interests, consolidationincluding any power to terminate, reorganizationcancel or modify any such limited liability company agreement or operating agreement, recapitalization to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other readjustment instruments or orders, to file any claims and to take any action in connection with any of Pledgee thereof, the foregoing; and
(iv) all other property hereafter delivered in substitution for or upon the exercise by Pledgee of any right, privilege, or option pertaining in addition to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determineforegoing, all without liability except certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to account time received, receivable or otherwise distributed in respect of or in exchange for property actually received by Pledgeeany or all thereof; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.and
(cb) Prior to the occurrence all Proceeds of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securitiesforegoing; provided, however, that immediately and without further notice, upon notwithstanding the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receiveforegoing, in connection with no event shall the Pledgor be required to pledge any Excluded Charged Assets to the Security Trustee under this Agreement to secure the Designated Secured Obligations. For the avoidance of the Pledged Securities, any: doubt,
(i) stock certificateall Collateral that does not constitute Excluded Charged Assets remains pledged pursuant to this Agreement to secure all Secured Obligations, including, including without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-offlimitation the Designated Secured Obligations; and
(ii) optionsuch Excluded Charged Assets remain pledged under this Section 3.1 to secure any Secured Obligations that are not Designated Secured Obligations. In the event that Rule 3-16 is amended, warrant modified or right, whether as an addition interpreted by the SEC to require (or in substitution is replaced with another rule or in exchange for any of the Pledged Securitiesregulation, or otherwise; any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Ownership Interests or other securities secure any Designated Secured Obligations, then such Ownership Interests or other securities (as applicable) of such Subsidiary shall automatically be deemed to be Excluded Charged Assets for such Designated Secured Obligations but (i) only to the extent necessary to not be subject to any such financial statement requirement, (ii) only for so long as such financial statement requirement would otherwise have been applicable to such Subsidiary and (iii) dividends only if no member of the Group files or distributions payable is otherwise required to file separate financial statements of such Subsidiary with the SEC or such other governmental agency under a separate rule or regulation. If the circumstances described in propertythis paragraph apply, including securities issued by an issuer other than Pledgee; thenthis Agreement may be amended or modified, Pledgor shall accept without the same as Pledgee's agentconsent of any Senior Finance Party, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee extent necessary to release the pledge (but only to the extent securing such Designated Secured Obligations and without prejudice to the pledge securing the Secured Obligations referred to in clause (ii) of the exact form received withpreceding paragraph) in favor of the Security Trustee on the relevant Ownership Interests and/or other securities that are so deemed to constitute Excluded Charged Assets. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Ownership Interests and/or other securities to secure any Designated Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of such Subsidiary, then the Ownership Interests or other securities (as applicable) of such Subsidiary will automatically be deemed not to be Excluded Charged Assets for such Designated Secured Obligations, Pledgor's endorsementbut limited to the extent necessary to not be subject to any such financial statement requirement. If the circumstances described in this paragraph apply, this Agreement may be amended or appropriate stock powers duly executed in blankmodified, (with signatures "bank guaranteed") which without the Pledgor hereby unconditionally agrees to make and/or furnishconsent of any Senior Finance Party, to be held by Pledgee, subject the extent necessary to the terms hereof, as part pledge in favor of the Pledged SecuritiesSecurity Trustee such additional Ownership Interests or other securities that were deemed to constitute Excluded Charged Assets.
Appears in 1 contract
Sources: Pledge Agreement (Wakefield Cable Communications LTD)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Pledged Notes owned or held by such Pledgor from time to time in which such Pledgor is listed as the lender or payee;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ie) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(g) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(h) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder (and the same as Pledgee's agent, in express trust for Pledgee, and term “Collateral” shall deliver not include) the same forthwith to Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all Voting Equity Interests of such Exempted Foreign Entity, (y) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Equity Interest of US LEC PAC and (z) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Excluded Account (so long as same remains an “Excluded Account” in accordance with signatures "bank guaranteed") which the definition thereof). For the avoidance of doubt, notwithstanding the preceding sentence, each Pledgor hereby unconditionally agrees shall be required to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder 100% of the Pledged SecuritiesNon-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor.
Appears in 1 contract
Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor (abut subject to clause (x) As security of the proviso at the end of this Section 3(a) in the case of the Voting Equity Interests of Foreign Subsidiaries and FSHCOs pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(bi) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(ii) all Securities upon owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the mergerfullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, consolidationincome, reorganizationsurpluses, recapitalization losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofLimited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iiv) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiivii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgeeall Proceeds of any and all of the foregoing; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith provided that notwithstanding anything to the Pledgee contrary in this clause (a), the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which term “Collateral” and the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiespledge hereunder shall not include any Excluded Collateral.
Appears in 1 contract
Sources: Abl Credit Agreement (Performance Sports Group Ltd.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "COLLATERAL"):
(ba) Prior each of the Collateral Accounts (to the occurrence extent a security interest therein is not created pursuant to PCA Security Agreement), including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time, excluding those in a limited liability company that is not a Wholly-Owned Subsidiary of the Borrower to the occurrence extent (and only to the extent) such Limited Liability Company Interests may not be pledged hereunder without violating the terms of an Event the operating agreement or other organizational documents of Defaultsuch limited liability company, and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time, excluding those in a partnership that is not a Wholly-Owned Subsidiary of the Borrower to the extent (and only to the extent) such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other organizational documents of such partnership, and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; PROVIDED that (x) except to the extent provided by Section 8.14 of the Credit Agreement, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be required at any time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder more than 65% of the Pledged SecuritiesVoting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Pca Valdosta Corp)
Pledge. (a) As collateral security for the prompt satisfaction payment and performance in full of all the Secured Obligations, Pledgor the Grantor hereby agrees to pledgepledges, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities assigns and grants to Pledgee the Trustee for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the Pledged Securitiesright, title and interest of such Grantor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”): (i) 100% of the LLC Interests directly held and owned by the Grantor, as the sole member of GCI; and (ii) to the extent not covered by clause (i) of this sentence, all proceeds and products of the foregoing, all books and records at any time evidencing or relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, the foregoing, and any and all proceeds of any indemnity, warranty or guaranty payable to the Grantor from time to time with respect to the foregoing.
(b) Prior to Upon the occurrence and during the continuance of an Event of DefaultDefault under the Indenture, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee Trustee shall have the right to exercise receive all voting rights as distributions, fees, compensation and other monies constituting or payable with respect to all the LLC Interests and the same and the proceeds thereof shall be applied, along with other stated payments due under the Indenture, to the Secured Obligations in accordance with the Indenture until the Secured Obligations shall have been repaid in full.
(c) Upon the occurrence and during the continuation of an Event of Default under the Indenture, following written notice by the Trustee (acting at the written direction of the Pledged Securities Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor: (i) all rights of the Grantor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain with respect to the LLC Interests shall cease and all such rights shall thereupon be vested in the Trustee which shall then have the sole right to receive and hold such dividends, distributions and interest payments; and (ii) all dividends, distributions and interest payments which are received by the Grantor contrary to the provisions of the foregoing clause (i) shall be received in trust for the benefit of the Trustee, shall be segregated from other corporate property or funds of the Grantor, and shall be forthwith paid over to the Trustee in the exact form received, to be held by the Trustee as further collateral security for the Secured Obligations.
(d) Upon the occurrence and during the continuance of an Event of Default under the Indenture, and following written notice by the Trustee (acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor, all rights of the Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise with respect to the LLC Interests shall cease and all conversionsuch rights shall thereupon become vested in the Trustee which shall then have the sole right to exercise such voting and other consensual rights. Notwithstanding any other provision of this Agreement, exchangethe Trustee shall not be deemed to assume any contractual obligation of the Grantor owing to any Person by reason of this Agreement or a foreclosure by the Trustee on the LLC Interests, subscription and such obligations shall remain the obligations of the Grantor.
(e) The Trustee shall not be obligated to perform or other rightsdischarge, privileges nor does it hereby undertake to perform or options pertaining thereto as if Pledgee discharge, any obligation, duty or its nominee were liability imposed on the absolute owner thereof Grantor under or by reason of any organizational document of the Grantor or GCI, and the Grantor does hereby agree to indemnify the Trustee for and to hold the Trustee harmless of and from any and all liability, loss, damage, tax, judgment, suit, penalty, cost, or expense (including, without limitation, the right to exchange any or all of the Pledged Securities upon the mergerfees, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee costs and expenses of any rightcounsel, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms experts and conditions as agents) which it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner might incur as Pledgee may elect.
(d) At any time following execution a result of this AgreementAgreement or any such obligation, if Pledgor shall become entitled to receive duty or shall receive, in connection with liability or any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend action or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesclaim relating thereto.
Appears in 1 contract
Pledge. (a) As To induce the Bank to enter into this ------ Agreement and to issue the Letter of Credit, the Company hereby pledges, conveys and assigns to the Bank, and hereby grants to the Bank a continuing first lien and security interest in, any unremarketed bonds (as the same may be from time to time delivered to the Trustee or the Paying Agent as collateral agent for the prompt satisfaction Bank pursuant to the Indenture), any proceeds of such Bonds, all of the Obligations, Pledgor hereby agrees Company's rights to pledge, hypothecate, deliver receive unremarketed bonds and set over to Pledgee within twenty (20) days all of the date hereofCompany's right, the Pledged Securities title and grants to Pledgee a lien on and security or interest in and to unremarketed bonds, in each case as security for the Pledged SecuritiesCompany's obligations hereunder.
(b) Prior The Company hereby consents to each of the Trustee or the remarketing agent acting as the agent and bailee of the Bank for the purpose of perfecting the lien of the pledge hereunder, and of holding the collateral for the benefit of the Bank pursuant to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doingIndenture.
(c) Prior If (i) the Company makes or causes to be made to the occurrence Bank a prepayment in respect of an Event any Demand Loans outstanding under Article IV of Default, Pledgor shall be entitled to any and all regular cash dividends declared by this ---------- Agreement or (ii) the Pledgee remarketing agent causes Bank Bonds at the time held hereunder to be paid on account purchased, the Bank agrees, upon receipt of such prepayment of such remarketing proceeds, to release from the lien of the Pledged Securities; providedpledge hereunder and deliver to the Company or the remarketing agent, howeveras the case may be, that immediately and without further noticeBank Bonds, upon the occurrence principal amount of an Event of Default, whether which is equal to the prepayment or not reimbursement so made or to the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may electprincipal amount so purchased.
(d) At Notwithstanding any time following execution of this Agreement, if Pledgor shall become entitled to receive provisions contained in the Bonds or shall receive, in connection with any of the Pledged Securitiesother Related Documents, any: (i) stock certificateregardless of the interest rate payable on any Bank Bond, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition the Bank shall be entitled to or in substitution or in exchange for collect interest from the Company on any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept Demand Loans at the same rates as Pledgee's agent, in express trust described and provided for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesherein.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Credit Documents then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) all Subject Stock owned or held by such Pledgor from time to time;
(b) Prior to the occurrence extent Subject Stock consists of an Event of DefaultLimited Liability Company Interests, all Limited Liability Company Interests owned by such Pledgor shall be entitled from time to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaulttime, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evi- dencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateto the extent Subject Stock consists of Partnership Interests, all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(E) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(d) the Existing Collateral; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or foregoing. provided that (iiii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be required at any time to the Pledgee pledge hereunder any Equity Interest (or any Proceeds thereof) held by such Pledgor in the exact form received withSTP Nuclear Operating Company and (ii) so long as no Event of Default has occurred and is continuing, any and all Liens created hereby shall, without any further action by any Person, be released in respect of amounts paid by any Pledgor as applicable, Pledgor's endorsement, or appropriate stock powers duly executed cash Dividends in blank, (compliance with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part Section 9.06 of the Pledged SecuritiesCredit Agreement, immediately upon such payment.
Appears in 1 contract
Pledge. (a) As security In consideration of the acceptance by the Secured Parties of the Notes and the undertakings of the Pledgor in this Agreement, the Pledgor hereby grants to the Collateral Agent as agent for the prompt satisfaction Secured Parties a security interest in the Stock together with all of the ObligationsPledgor's rights to receive distributions in respect to such securities, Pledgor hereby agrees to pledgewhether in cash, hypothecatesecurities or other property, deliver and set over to Pledgee within twenty (20) days whether during the continuance of or on account of the date hereofliquidation of the issuer of such securities, the Pledged Securities and grants to Pledgee all of its other rights as a lien on holder of securities of such issuer, and security all of its rights, title and interest in and to any certificate, instrument or other evidence of any of the foregoing, and together with any and all substitutions and replacements thereof, including any securities or other instruments into which any of the foregoing may at any time and from time to time be converted or exchanged (the "Pledged Stock"). The parties hereto acknowledge and agree that such pledge is junior to a prior pledge of the Stock by the Secured Parties to Fleet Bank, N.A., to secure certain indebtedness of the Company totalling $19,540,000 at September 30, 1999, and that such pledge will become a first priority pledge when such indebtedness has been repaid and such prior pledge has been released. The Pledgor covenants upon such repayment and release to promptly deliver the Certificates representing the Pledged Securities.
(b) Prior Stock accompanied by eight separate stock powers duly endorsed in blank by the Pledgor to the occurrence Collateral Agent as agent for the Secured Parties, to be held on the terms and conditions contained herein. The Pledgor hereby appoints the Collateral Agent as agent for the Secured Parties as its attorney in fact to cause the transfer of an Event the Pledged Stock on the books of Default, Pledgor shall be entitled to all voting rights with respect the Company to the Pledged Securities andSecured Parties or their respective designees, for that purpose, Pledgee shall execute and deliver ratably in proportion to Pledgor all necessary proxies. Immediately and without further noticetheir respective interests as shown on Exhibit A hereto, upon the occurrence of an "Event of Default, whether or not ," as such term is defined in the Notes. The Collateral Agent as agent for the Secured Parties shall hold the Pledged Securities Stock as security for the purposes described herein and shall have been registered not encumber or dispose of such property except in accordance with the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution provisions of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 1 contract
Pledge. The Pledgor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in, the following (collectively, the "Pledged Collateral"):
(a) As security All of the right, title and interest of the Pledgor in the Equity Interests, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares being identified on Exhibit A attached hereto and made a part hereof), all options and warrants for the prompt satisfaction purchase of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether additional equity interests now or not the Pledged Securities shall have been registered hereafter held in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to Pledgor (all of the Pledged Securities said Equity Interests, options and warrants and all other corporate rights capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), herewith delivered to the Collateral Agent, accompanied by stock powers in the form of Exhibit C attached hereto and made a part hereof duly executed in blank, and all conversiondividends, exchangedistributions, subscription cash, instruments and other property from time to time received, receivable or other rightsotherwise distributed in respect of, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof includingin exchange for, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged SecuritiesStock; provided, however, that immediately prior to the Senior Lien Satisfaction Date, such delivery shall be made to the Priority Lien Agent for the benefit of the Collateral Agent;
(b) All additional equity interests from time to time acquired by the Pledgor in any manner, and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities certificates representing such additional equity interests (any such additional equity interests shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account constitute part of the Pledged Securities which shall be delivered Stock and the Collateral Agent is irrevocably authorized to Pledgee amend Exhibit A from time to time to reflect such additional equity interests), and mayall options, at Pledgee's optionwarrants, be applied on account dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any or all of such equity interests;
(c) the Indebtedness evidenced by the promissory notes and instruments listed on Exhibit B attached hereto (the "Pledged Indebtedness"), and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged SecuritiesIndebtedness;
(d) all additional Indebtedness arising after the date hereof and owing to the Pledgor and evidenced by promissory notes or other instruments, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgeetogether with such promissory notes and instruments, and shall deliver the same forthwith all interest, cash, instruments and other property and assets from time to the Pledgee time received, receivable or otherwise distributed in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed respect of that Pledged Indebtedness;
(e) The property and interests in blank, property described in Section 5 below; and
(with signatures "bank guaranteed"f) which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part All proceeds of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledgecreate, hypothecate, deliver and set over to Pledgee within twenty (20) days in each case a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in all of the right, the Pledged Securities title and grants to Pledgee a lien on and security interest of such Pledgor in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in any such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization held or other readjustment of Pledgee thereof, or upon the exercise owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests held or owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests held or owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property of such Pledgor from time to time;
(f) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in Section 7.10 of the Credit Agreement, no Pledgor (to the extent that it is a Borrower or otherwise; or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder, and clause (iiib) dividends or distributions payable in propertyabove shall not apply to, including securities issued by an issuer other more than Pledgee; then65% of the Voting Stock of any Foreign Corporation, (y) each Pledgor shall accept be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (z) in no event shall the same as Pledgee's agent, in express trust for Pledgeeterm "Collateral" include, and no Pledgor shall deliver the same forthwith be required to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blankpledge, (with signatures "bank guaranteed"I) which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, Stock of CanCo (until such time as such Stock is no longer subject to the terms hereof, as part of the Pledged SecuritiesCampbell Can Pledge Agreement or otherwise prohibited to be pledge▇ ▇▇▇▇▇▇der by any of the Campbell Can Acquisition Documents) or (II) any Excluded Equity In▇▇▇▇▇▇▇ (except as otherwise provided in the definition thereof).
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor (a) As security but the rights and remedies between the First-Lien Collateral Agent and the Second-Lien Collateral Agent are subject to the terms of the Intercreditor Agreement), the Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by the Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Third-Lien Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon owned or held by the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon Pledgor from time to time and all options and warrants owned by the exercise by Pledgee of any right, privilege, or option pertaining Pledgor from time to any of the Pledged Securities and, in connection therewith, time to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to Pledgee make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and mayauthority to demand, at Pledgee's optionreceive, be applied on account enforce, collect or receipt for any of the Obligations in such order foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by the Pledgor from time to time;
(f) all Security Entitlements owned by the Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, or otherwisethe Pledgor shall not be required at any time to pledge hereunder (x) to the extent such equity interests are the property of the Pledgor, any limited liability company interests of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a security interest in such limited liability company interests, (y) to the extent such equity interests are the property of the Pledgor, any equity interests of Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (iiiz) dividends or distributions payable in property, including securities issued by an issuer other more than Pledgee65% of the Voting Equity Interest of any Foreign Corporation; then, provided that the Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which time acquired by the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (RCN Corp /De/)
Pledge. Each of the Pledgors hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in, the following (collectively, the "Pledged Collateral"):
(a) As security All of the right, title and interest of such Pledgor in the Equity Interests, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares being identified on Exhibit A attached hereto and made a part hereof), all options and warrants for the prompt satisfaction purchase of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether additional equity interests now or not the Pledged Securities shall have been registered hereafter held in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to such Pledgor (all of the Pledged Securities said Equity Interests, options and warrants and all other corporate rights capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), herewith delivered to the Collateral Agent, accompanied by stock powers in the form of Exhibit C attached hereto and made a part hereof duly executed in blank, and all conversiondividends, exchangedistributions, subscription cash, instruments and other property from time to time received, receivable or other rightsotherwise distributed in respect of, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof includingin exchange for, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged SecuritiesStock; provided, however, that immediately prior to the Senior Lien Satisfaction Date, such delivery shall be made to the Priority Lien Agent for the benefit of the Collateral Agent.
(b) All additional equity interests from time to time acquired by such Pledgor in any manner, and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities certificates representing such additional equity interests (any such additional equity interests shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account constitute part of the Pledged Securities which shall be delivered Stock and the Collateral Agent is irrevocably authorized to Pledgee amend Exhibit A from time to time to reflect such additional equity interests), and mayall options, at Pledgee's optionwarrants, be applied on account dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any or all of such equity interests;
(c) the Indebtedness evidenced by the promissory notes and instruments listed on Exhibit B attached hereto (the "Pledged Indebtedness"), and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged SecuritiesIndebtedness;
(d) all additional Indebtedness arising after the date hereof and owing to such Pledgor and evidenced by promissory notes or other instruments, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgeetogether with such promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of that Pledged Indebtedness;
(e) The property and interests in property described in Section 5 below; and
(f) All proceeds of the foregoing. Notwithstanding the foregoing, the Pledged Collateral shall deliver the same forthwith not include, and no security interest is granted to the Pledgee in Collateral Agent in, the exact form received withequity interests of Barneys Asia Co., as applicableL.L.C., Pledgor's endorsementa majority-owned Subsidiary of BNY Licensing Corp., or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held owned by Pledgee, subject to the terms hereof, as part of the Pledged Securities.BNY Licensing Corp.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Collateral Agent for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofCollateral Agent for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock of any Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Subsidiary Guarantor;
(b) Prior all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(d) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Credit Agreement (Todco)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned by such Pledgor from time to time and all options or other readjustment of Pledgee thereof, or upon the exercise warrants owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Infousa Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; or and
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept all Proceeds of any and all of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith foregoing. Notwithstanding anything to the Pledgee contrary contained in this Section 3.1, the Collateral shall not include any Excluded Assets (as such term is defined in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesSecurity Agreement).
Appears in 1 contract
Sources: Pledge Agreement (Central Texas Corridor Hospital Company, LLC)
Pledge. (a) As 1.1 The Pledgor hereby pledges with effect from the Effective Date, in favour of the Vendors, who accept, the Pledged Shares as security for the prompt satisfaction due and punctual payment of the Secured Obligations.
1.2 In constitution of the Pledge, the Pledgor hereby agrees to pledge, hypothecateshall within ten (10) calendar days from the Effective Date, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and share certificates relating to the Pledged SecuritiesShares to the Vendors, who accept to hold the Pledged Shares and certificates under the terms hereof.
(b) Prior 1.3 The Parties expressly agree that the Pledge is being granted to the occurrence Vendors as security for the Secured Obligations.
1.4 The Pledge confers upon the Vendors the right to obtain payment out of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute Shares with privilege over other creditors as provided by Greek law and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence a right of an Event of Default, whether or not retention over the Pledged Securities Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Secured Obligations shall have been registered paid in full.
1.5 Subject to the name terms and provision this Agreement, the Pledge shall extend to and include all dividends and all shares (and dividends in respect thereof), rights, monies or other property accruing or offered at any time by way of Pledgee redemption, substitution, bonus, preference, option or its nominee, Pledgee otherwise to or its nominee shall have the right to exercise all voting rights as to all in respect of any of the Pledged Securities Shares and all other corporate rights allotments, accretions, offered and all conversion, exchange, subscription or other rights, privileges benefits and advantages whatsoever at any time accruing, made, offered or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange arising in respect of any or all of the Pledged Securities upon Shares.
1.6 Nothing in this Agreement shall be construed as placing on the mergerVendors, consolidationor either of them, reorganizationprior to the eventual disposal or appropriation of the Pledged Shares, recapitalization any liability whatsoever in respect of any calls, instalments or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining payments relating to any of the Pledged Securities andShares or to any rights, in connection therewithshares or other securities accruing, to deliver any of offered or arising as aforesaid, and the Pledgor and the Purchasers shall at all times indemnify and hold harmless the Vendors against and from all demands made against either the Pledgor or the Pledged Securities to any committeeShares, depositorypayments made by it, transfer agentand costs, registrar expenses, damages, losses or other designated agency upon such terms and conditions as liabilities incurred or suffered by it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution in respect of this Agreementany such calls, if Pledgor shall become entitled to receive instalments or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether other payments as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesaforesaid.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, the applicable Pledgor, as indicated below, does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) in the case of the Borrower and DSS III, respectively, the applicable Earnings Account held in its name, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”);
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name case of Pledgee or its nomineeall Stock of each Subsidiary Guarantor that is a Collateral Vessel Owner, Pledgee or its nominee shall have the right each a “Pledged Subsidiary”) and is owned by a Pledgor from time to exercise all voting rights as to all of the Pledged Securities time and all other corporate rights options and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right warrants owned by such Pledgor from time to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee time to purchase Stock of any right, privilege, or option pertaining to any of the such Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.Subsidiary;1
(c) Prior all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to the occurrence of an Event of Default, Pledgor shall be entitled to any time and all regular cash dividends declared by the Pledgee of its right, title and interest in each limited liability company to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificatehereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in connection with respect of Limited Liability Company Interests, whether under any increase limited liability company agreement or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or rightotherwise, whether as an addition to or in substitution or in exchange for any of the Pledged Securitiescontractual obligations, damages, insurance proceeds or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.;
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time represent-ing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the mergerof such Pledgor from time to time, consolidationincluding, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determinewithout limitation, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.Distributor Notes;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time;
(g) all of such Pledgor's right, title and interest in, to and under the Distributor Notes and the Distributor's Agreements, together with all accessions thereto, all rights to payments thereunder, and all substitutions and replacements therefor; and
(h) all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (i) no Pledgor (to the extent that it is a Borrower or otherwise; or (iiia Domestic Subsidiary of a Borrower) dividends or distributions payable in property, including securities issued by an issuer other shall be required at any time to pledge hereunder more than Pledgee; then, 65% of the Voting Stock of any Foreign Corporation although each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (ii) no Pledgor shall deliver the same forthwith be required to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be pledge hereunder any Stock held by Pledgeesuch Pledgor of Quality Bakers of America, subject Inc. so long as (x) such Pledgor is prohibited from pledging such Stock pursuant to the terms hereof, as part of the Pledged Securities.organizational documents of Quality Bakers of America, Inc. or any shareholders' agreement applicable to such Stock and (y) the Borrower and its Subsidiaries taken as a whole do not constitute the controlling shareholders of Quality Bakers of America, Inc.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Pledge. (a) As security for Subject only to the prompt satisfaction right of the ObligationsCity, Pledgor hereby agrees for and on behalf of its Department of Aviation, to pledge, hypothecate, deliver pay Operating and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in Maintenance Expenses and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to pay all voting rights amounts due with respect to the Pledged Securities andSenior Bonds and Obligations relating thereto, the Gross Revenues and all moneys and securities paid or to be paid to, or held or to be held in the Subordinate Bond Fund in accordance with the provisions of the General Bond Ordinance and the General Subordinate Bond Ordinance (except moneys and securities held in any Escrow Account and except as otherwise provided in the General Bond Ordinance as being unavailable to secure the payment of Subordinate Bond Requirements) are hereby irrevocably pledged by the City, for that purposeand on behalf of its Department of Aviation, Pledgee to secure the payment of the Series 2019A and Series 2019B Bonds, the Series 2019A and Series 2019B Credit Facility Bonds, its obligations under this Agreement, to the extent and with the priorities provided for herein and in the General Subordinate Bond Ordinance and each Supplemental Bond Ordinance. This pledge shall execute be valid and deliver binding from and after the Closing Date, and such moneys and securities, as received by the City, for and on behalf of its Department of Aviation, and hereby pledged, shall immediately be subject to Pledgor the Lien of this pledge without any physical delivery, filing or further act. The Lien of this pledge and the contractual obligations hereby made shall have priority over any or all necessary proxies. Immediately other liabilities and without further noticeobligations of the City, upon for and on behalf of its Department of Aviation (except in respect of Senior Bonds and any Obligations relating thereto); and the occurrence Lien of an Event this pledge shall be valid and binding against all Persons having claims of Defaultany kind in tort, contract or otherwise against the City, for and on behalf of its Department of Aviation (except as otherwise provided in the General Bond Ordinance and the General Subordinate Bond Ordinance), whether or not such Persons have notice thereof. Notwithstanding the Pledged Securities foregoing, the provisions of this Section 7.14 shall have been registered in not prohibit or otherwise restrict the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all ability of the Pledged Securities City, for and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or on behalf of its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all Department of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewithAviation, to deliver cause moneys to be disbursed from any of fund or account held under the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such General Bond Ordinance and the General Subordinate Bond Ordinance on the terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesconditions specified therein.
Appears in 1 contract
Pledge. (a) As security for the prompt satisfaction payment and performance of all of the Obligations, Pledgor hereby agrees pledges to pledgeAdministrative Agent, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee Administrative Agent, for the benefit of Administrative Agent and the Secured Parties, a lien on and continuing security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Defaultin, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities following, whether now existing or hereafter owned, existing or arising (the “Subject Collateral”):
(a) All equity, ownership and all other corporate rights and all conversionbeneficial interests in Borrower held by Pledgor, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right equity interests described on Schedule I hereto and any investment property and general intangibles evidenced by or relating to such equity and ownership interests (collectively, the “Subject Securities”), and all other property hereafter delivered to Administrative Agent in substitution for or in addition to any of the foregoing;
(b) all documents, certificates and/or instruments representing any of the foregoing and all cash, securities, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing, except for any distributions with respect to the Subject Securities upon that would be permitted under the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities Transaction Documents; and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior all products and proceeds of all of the foregoing. Pledgor agrees to deliver to Administrative Agent, for the benefit of itself and the Secured Parties, promptly upon receipt and in due form for transfer, any certificates evidencing the Subject Securities, and any other Subject Collateral which may at any time or from time to time come into the possession or control of such Pledgor; and prior to the occurrence of an Event of Defaultdelivery thereof to Administrative Agent, Pledgor such Subject Collateral shall be entitled to any held by Pledgor separate and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately apart from its other property and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for PledgeeAdministrative Agent. Pledgor further agrees to obtain the written acknowledgment of any custodian of the Subject Collateral, and that (i) all rights of such Pledgor in the Subject Collateral are subject to such security interest, (ii) such custodian is authorized and instructed to comply with any instruction of Administrative Agent with respect to disposition or transfer of the Subject Collateral, including any instruction to cease accepting instructions from such Pledgor, and (iii) in the event of a conflict between instructions given by Administrative Agent and instructions given by Pledgor, Administrative Agent’s instructions shall deliver control. It is Pledgor’s intent that, by virtue of this Agreement and such acknowledgments, Administrative Agent is granted “control” within the same forthwith meaning of Sections 9-104 and 9-106 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”) with respect to the Pledgee in Subject Collateral. Pledgor hereby agrees that it will not grant “control” (within the exact form received with, as applicable, Pledgor's endorsement, meaning of such Sections of the UCC) to any Person other than Administrative Agent with respect to the Subject Collateral. The Administrative Agent and the Lenders are relying solely on the credit and assets of the Borrower for the payment of the Obligations and are not relying on the credit or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which assets of the Pledgor hereby unconditionally agrees to make and/or furnish, to be held other than the Collateral for the payment on the Obligations. The Pledgor and the Administrative Agent are entering into this Agreement for the purpose of the reliance by Pledgee, subject the Administrative Agent and the Lenders on the credit and assets of the Borrower and not on the general credit or the assets of the Pledgor other than the Collateral. The Administrative Agent and the Lenders acknowledge and agree as follows:
(i) The Administrative Agent and the Lenders shall have recourse for the payment of the Obligations under this Agreement or the Loan and Security Agreement solely to the terms hereof, as part Collateral and shall have no recourse for the payment of the Pledged SecuritiesObligations under this Agreement or the Loan and Security Agreement to the credit or the assets of the Pledgor other than the Collateral. Any claim of the Administrative Agent or the Lenders for the payment of the Obligations under this Agreement or the Loan and Security Agreement shall not constitute a claim against the Pledgor to the extent that the Collateral or the collateral pledged by the Borrower under the Security Agreement, including the cash flow or proceeds therefrom, is insufficient to repay the Obligations in full.
Appears in 1 contract
Sources: Pledge Agreement (Investcorp Credit Management BDC, Inc.)
Pledge. (a) As security To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby pledge, assign, mortgage, charge and grant to the Collateral Agent, for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor hereby agrees as and by way of a fixed and specific mortgage and charge, and grant to pledgethe Collateral Agent, hypothecate, deliver and set over to Pledgee within twenty (20) days for the benefit of the date hereofSecured Creditors, a continuing security interest (subject to those Liens permitted to exist with respect to the Pledged Securities Collateral pursuant to the terms of all Credit Documents then in effect) in, all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(bi) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, Money, cheques, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Credit Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash, Money and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(ii) all Securities upon owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the mergerfullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, consolidationincome, reorganizationsurpluses, recapitalization losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofPartnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or upon the at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithpartnership agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Partnership Asset, to Pledgee enforce or execute any cheques, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing; and
(iF) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(iv) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(v) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiivi) dividends or distributions payable in property, including securities issued by an issuer other than Pledgeeall Proceeds of any and all of the foregoing; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith provided that notwithstanding anything to the Pledgee contrary in this clause (a), the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures term "bank guaranteed") which Collateral" and the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiespledge hereunder shall not include any Excluded Collateral.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Performance Sports Group Ltd.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be required at any time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder any Equity Interests of the Pledged Securitiesany Exempted Foreign Entity.
Appears in 1 contract
Pledge. Pledgor hereby pledges to the Agent, ------ for the benefit of the Agent and the Principal Shareholders and its and their successors and assigns, and grants to the Agent a security interest in, the following property:
(a) As security for the prompt satisfaction All shares of the Obligationscapital stock of CHEMPOWER, INC., an Ohio corporation ("Chempower") issued and outstanding and owned by Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of on the date hereof, which Pledgor represents consist of the Pledged Securities shares identified on the schedule attached hereto, and grants to Pledgee a lien on and security interest any shares of capital stock of Chempower issued in and to respect thereof, together with any dividends, splits, distributions, or related rights or proceeds of the Pledged Securities.foregoing;
(b) Prior All shares of capital stock of Chempower issued and outstanding and owned by Pledgor at any time and from time to time hereafter during the term of this Pledge Agreement and any shares of capital stock of Chempower issued in respect thereof, together with any dividends, splits, distributions, or related rights or proceeds of the foregoing; and
(c) All contract rights of Pledgor, and any and all intangible rights associated therewith, existing on the date hereof and at any time and from time to time arising hereafter during the term of this Pledge Agreement in respect of the issuance or delivery to Pledgor of any shares of capital stock of Chempower (whether in the form of subscriptions, purchase agreements, options, warrants, stock bonuses, or other rights of any type or description for the acquisition by Pledgor of any such shares). The foregoing property is collateral (the "Collateral") for the payment in full when due of any and all obligations and indebtedness of Chempower and Pledgor to the occurrence Agent and for the due and punctual performance of an Event all obligations, covenants, and agreements of DefaultChempower and Pledgor under that certain Financing Agreement by and among Pledgor, Pledgor shall be entitled to all voting rights with respect Chempower, the Principal Shareholders, and the Agent of even date herewith (the "Financing Agreement") and under the transactions contemplated thereby, including but not limited to the Pledged Securities andPrincipal Shareholders' Note and the Principal Shareholders' Guaranty, as well as any and all obligations and indebtedness of Pledgor to Agent or the Principal Shareholders, created or incurred in the future as a result of further loans, accommodations, or otherwise (all such payment, performance, or indebtedness obligations, the "Obligations"). Pledgor warrants and represents that, except for limitations imposed by applicable securities laws, there are no restrictions upon the transfer of any of the Collateral and Pledgor has the full and unrestricted right to transfer the Collateral. Pledgor further warrants and represents that purpose, Pledgee shall as of the date hereof Pledgor is the sole shareholder of Chempower. Pledgor agrees to execute and deliver to the Agent, concurrent with execution hereof, each certificate evidencing shares of capital stock of Chempower issued and outstanding and owned by Pledgor all necessary proxieson the date hereof, together with duty executed blank stock powers relating thereto. Immediately Pledgor agrees promptly to deposit hereunder with the Agent any additional certificates (accompanied by duly executed blank stock powers) evidencing additional shares of capital stock of Chempower that are issuable or deliverable to Pledgor hereafter during the term of this Pledge Agreement and without further noticeconstitute collateral hereunder, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee stand pledged and may, at Pledgee's option, be applied on account of assigned as Collateral for the Obligations in such order and the same manner as Pledgee may electthe property pledged and delivered concurrent with the execution hereof.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 1 contract
Sources: Pledge Agreement (American Eco Corp)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Operating Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Operating Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any of the Pledged Securities, or otherwiseall thereof; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.and
Appears in 1 contract
Pledge. (a) As security for the prompt satisfaction of the ObligationsStock Dividends, Pledgor hereby agrees Distributions, etc., with Respect to pledgePledged Stock. ------------------------------------------------------------------- If, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereofwhile this Agreement is in effect, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with receive any of the Pledged Securities, any: stock certificate (i) stock certificate, including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification or any increase or reduction of capital, reclassificationor issued in connection with any reorganization, reincorporation or merger), consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant option or right, whether as an addition to or to, in substitution of, or in exchange for any Pledged Stock, the Pledgor agrees that she shall accept and hold the same in trust on behalf of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, Company and shall deliver the same forthwith to the Pledgee Company in the exact form received withreceived, as applicable, Pledgor's endorsement, or with the indorsement of the Pledgor when necessary and/or with appropriate undated stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, the Company subject to the terms hereof, as part additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged SecuritiesStock upon the liquidation or dissolution of the Company, shall be paid over to the Company to be held by it in trust as additional collateral security for the Obligations; and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Company or pursuant to the reorganization of the Company, the property so distributed shall be delivered to the Company to be held by its as additional collateral security for the Obligations. All sums of money and property so paid or distributed in respect of the Pledged Stock which are received by the Pledgor shall be segregated from the other property or funds of the Pledgor and held by the Pledgor in trust as additional collateral security for the Obligations. So long as no Event of Default, as defined herein, has occurred and is continuing, the Pledgor shall be entitled to retain and use any and all cash dividends paid on the Pledged Stock, except for any sums paid upon liquidation or dissolution as described above.
Appears in 1 contract
Sources: Securities Pledge Agreement (Virtual Mortgage Network Inc)
Pledge. (ai) As Each Pledgor does hereby (A) assign and transfer unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Lender Creditors, and does hereby pledge and grant to the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Lender Creditors, in each case as security for the prompt satisfaction payment and performance when due of the all Priority Credit Document Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and continuing security interest in all of the right, title and interest of such Pledgor in, to and under all of the following property (and all rights therein) of such Pledgor, or in which or to which such Pledgor has any rights, in each case whether now existing or hereafter from time to time acquired, and (B) separately assign and transfer unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors, and does hereby separately pledge and grant to the Pledged Securities.
Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors, in each case as security for the prompt payment and performance when due of all Obligations not constituting Priority Credit Document Obligations, a separate continuing security interest in all of the right, title and interest of such Pledgor in, to and under all of the following property (band all rights therein) Prior of such Pledgor, or in which or to which such Pledgor has any rights, in each case whether now existing or hereafter from time to time acquired (it being understood and agreed by the parties hereto that (x) the security interest granted herein (i) to the occurrence Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of an Event the Lender Creditors to secure the Priority Credit Document Obligations shall have a first priority distribution right as provided in Section 7.4 of Default, Pledgor the Security Agreement and (ii) to the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations shall be subject to the security interest granted herein for the benefit of the Lender Creditors to secure Priority Credit Document Obligations and shall only be entitled to a distribution as provided in Section 7.4 of the Security Agreement after all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall Priority Credit Document Obligations have been registered paid in full as provided in such Section 7.4 of the name Security Agreement, and (y) the grants of security interest hereunder constitute two separate and distinct grants of security and Liens, one in favor of the Pledgee or in its nominee, capacity as collateral agent for the equal and ratable benefit of the Lender Creditors to secure Priority Credit Document Obligations and the second in favor of the Pledgee or in its nominee shall have capacity as collateral agent for the right to exercise all voting rights as to equal and ratable benefit of all of the Pledged Securities Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations):
(a) each of the Collateral Accounts, including any and all other corporate rights and all conversionassets of whatever type or kind deposited by such Pledgor in any such Collateral Account, exchangewhether now owned or hereafter acquired, subscription existing or other rightsarising, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the right same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securities.foregoing;
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
following, whether now existing or hereafter from time to time acquired (b) Prior collectively, the “Collateral”): each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing; all Securities upon owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the mergerfullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: all its capital therein and its interest in all profits, consolidationincome, reorganizationsurpluses, recapitalization losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofLimited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests; all present and future claims, if any, of such Pledgor against any such limited liability company in connection with such Limited Liability Company Interests for monies loaned or advanced, for services rendered or otherwise; all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: (i) stock certificateall certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests; all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; all present and future claims, if any, of such Pledgor against any such partnership in connection with such Partnership Interests for monies loaned or advanced, for services rendered or otherwise; all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; all Financial Assets and Investment Property owned by such Pledgor from time to time; all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and all Proceeds of any and all of the foregoing; provided that (iiix) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (with signatures "bank guaranteed"y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereof, as part limitations described in preceding clause (x) and (z) no Pledgor shall be required to pledge the Equity Interests of Western Money Systems until such Equity Interests are required to be pledged pursuant to Section 13.20 of the Pledged SecuritiesCredit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Global Cash Access Holdings, Inc.)
Pledge. (a) As 1.1 The Pledgor hereby pledges with effect from the Effective Date, in favour of the Vendors, who accept, the Pledged Shares as security for the prompt satisfaction due and punctual payment of the Secured Obligations.
1.2 In constitution of the Pledge, the Pledgor hereby agrees to pledge, hypothecateshall within ten (10) calendar days from the Effective Date, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and share certificates relating to the Pledged SecuritiesShares to the Vendors, who accept to hold the Pledged Shares and certificates under the terms hereof.
(b) Prior 1.3 The Parties expressly agree that the Pledge is being granted to the occurrence Vendors as security for the Secured Obligations.
1.4 The Pledge confers upon the Vendors the right to obtain payment out of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute Shares with privilege over other creditors as provided by Greek law and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence a right of an Event of Default, whether or not retention over the Pledged Securities Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Secured Obligations shall have been registered paid in full.
1.5 Subject to the name terms and provisions of Pledgee this Agreement, the Pledge shall extend to and include all dividends and all shares (and dividends in respect thereof), rights, monies or its nomineeother property accruing or offered at any time by way of redemption, Pledgee substitution, bonus, preference, option or its nominee shall have the right otherwise to exercise all voting rights as to all or in respect of any of the Pledged Securities Shares and all other corporate rights allotments, accretions, offered and all conversion, exchange, subscription or other rights, privileges benefits and advantages whatsoever at any time accruing, made, offered or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange arising in respect of any or all of the Pledged Securities upon Shares.
1.6 Nothing in this Agreement shall be construed as placing on the mergerVendors, consolidationor either of them, reorganizationprior to the eventual disposal or appropriation of the Pledged Shares, recapitalization any liability whatsoever in respect of any calls, instalments or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining payments relating to any of the Pledged Securities andShares or to any rights, in connection therewithshares or other securities accruing, to deliver any of offered or arising as aforesaid, and the Pledgor and the Purchasers shall at all times indemnify and hold harmless the Vendors against and from all demands made against either the Pledgor or the Pledged Securities to any committeeShares, depositorypayments made by it, transfer agentand costs, registrar expenses, damages, losses or other designated agency upon such terms and conditions as liabilities incurred or suffered by it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution in respect of this Agreementany such calls, if Pledgor shall become entitled to receive instalments or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether other payments as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesaforesaid.
Appears in 1 contract
Pledge. (a) As security for the prompt satisfaction due and timely payment and performance by the Pledgor of the Obligations, the Pledgor hereby agrees assigns, pledges and grants a continuing security interest in all of his right, title and interest in and to pledge, hypothecate, deliver such number of shares in the capital of the Corporation held by the Pledgor as is determined under Section 2 of this Agreement and set over any substitutions therefore and proceeds thereof (the "Pledged Shares") to Pledgee within twenty (20) days and in favor of ICGO. The Pledgor has deposited with Merrill Lynch the Pledged Shares in a custodial account administered ▇▇ ▇▇▇▇ ▇▇▇▇▇her with the appropriate transfer and other documents to enable ICGO or its nominee to be registered as the owner thereof and to transfer or sell the Pledged Shares upon any enforcement thereof. If the Pledgor acquires any certificates evidencing shares required to be included as Pledged Shares after the date hereof, the Pledgor shall, forthwith upon receipt of such certificates, deliver such certificates to ICGO together with the appropriate transfer and other documents to enable ICGO or its nominee to be registered as the owner thereof and to transfer or sell or cause to be transferred or sold such Pledged Securities Shares upon any enforcement thereof. All rights of ICGO and grants to Pledgee a lien on and the security interest in hereunder and to all obligations of the Pledged Securities.
Pledgor hereunder shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of the Promissory Notes, (b) Prior any change in the time or manner of payment of the Obligations or any amendment to the occurrence of an Event of DefaultPromissory Notes, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, other circumstance that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing might constitute a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securitiesdefence available to, or otherwise; or (iii) dividends or distributions payable in propertya discharge of, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 1 contract
Sources: Share Pledge Agreement (Internet Capital Group Inc)
Pledge. (a) As The Pledgor hereby confirms that pursuant to the Existing LLC Pledge Agreement the Pledgor transferred, pledged and assigned to the Pledgee, and granted to the Pledgee a first priority security for the prompt satisfaction interest in, all of the Obligationsright, title and interest of the Pledgor in and to the following, whether now existing or hereafter from time to time acquired by the Pledgor (collectively, the "Collateral"); and the Pledgor does hereby agrees to pledgerepeat and confirm, hypothecate, deliver on and set over to Pledgee within twenty (20) days as of the date hereof, such transfer, pledge, assignment and grant of a first priority security interest:
(i) all Limited Liability Company Interests and all of the Pledged Securities Pledgor's right, title and grants to Pledgee a lien on and security interest in the Issuer, including, without limitation:
(A) all the capital thereof and the Pledgor's interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of such Limited Liability Company Interests, whether under the Limited Liability Company Agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledgor's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under the Limited Liability Company Agreement or otherwise, or at law or otherwise in respect of Limited Liability Company Interests;
(D) all of the Pledgor's rights under the Limited Liability Company Agreement or at law or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify the Limited Liability Company Agreement, if any, to execute any instruments and to the Pledged Securities.
(b) Prior to the occurrence take any and all other action on behalf of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineethe Pledgor in respect of such Limited Liability Company Interests and the Issuer, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or give receipt for any of the Pledged Securities and, in connection therewith, foregoing or to deliver file any of the Pledged Securities claims and to take any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing; and
(iE) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or all other property hereafter delivered in substitution for any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ii) to the extent that the Pledgor shall at any time have any right, title or interest therein, all shares of the Pledged SecuritiesCapital Stock of NEG, or otherwiseInc.; or and
(iii) dividends or distributions payable in propertyall Proceeds of any and all of the foregoing. The foregoing transfer, including securities issued by an issuer other than Pledgee; thenpledge, assignment and grant of a first priority security interest is made to secure the prompt and complete payment and performance when due of all Tranche A Secured Obligations.
(b) The Pledgor shall accept does hereby transfer, pledge and assign to the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith does hereby grant to the Pledgee in a second priority security interest in, all of the exact form received withright, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which title and interest of the Pledgor hereby unconditionally agrees in all Collateral whether now existing or hereafter acquired by the Pledgor. The foregoing transfer, pledge, assignment and grant of a second priority security interest is made to make and/or furnish, to secure the prompt and complete payment and performance when due of the Tranche B Secured Obligations.
(c) The security interest granted in Section 3.1(a) shall be held by Pledgee, subject senior in priority to the terms hereof, as part of the Pledged Securitiessecurity interest granted in Section 3.1(b).
Appears in 1 contract
Sources: LLC Pledge Agreement (Pg&e Corp)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(bi) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(ii) all Securities upon owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) (x) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interests relates and (y) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, as the mergercase may be, consolidationwhether now existing or hereafter acquired, reorganizationincluding, recapitalization without limitation to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and/or Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets (as defined below), Partnership Assets (as defined below), and other distributions and payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests and/or Partnership Interests;
(B) all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofsuch Limited Liability Company Interests and/or Partnership Interests, whether under any limited liability company agreement, partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement, operating agreement or partnership agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests and/or Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any limited liability company and/or partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement, operating agreement or partnership agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests and/or Partnership Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities andsuch limited liability company agreement, in connection therewithoperating agreement or partnership agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interest or its nomineesPartnership Interest and any such limited liability company and/or partnership, Pledgee to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nominee shall have the right option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and all regular cash dividends paid on account authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset and/or Partnership Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing (iwith all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default; and
(F) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(iv) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(v) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(vi) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 8.12 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (with signatures "bank guaranteed"y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereof, limitations described in preceding clause (x) and (z) except as part otherwise required by Section 8.18 of the Pledged SecuritiesCredit Agreement, no Pledgor shall be required to pledge hereunder any Margin Stock owned by such Pledgor.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject only to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time represent-ing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability com-pany agreement or otherwise, whether as contractual obligations, damages, insur-ance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, secur-ity interests, liens and remedies, if any, under any limited liability company agree-ment or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services ren-dered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agree-ment or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (includ-ing, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addi-tion to any of the foregoing, any: all certificates and instruments representing or evi-denc-ing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or oper-at-ing agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be required at any time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder more than 65% of the Pledged SecuritiesVoting Equity Interest of any Foreign Corporation; provided that each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (RCN Corp /De/)