Pledge. As security for the Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers to the Collateral Agent, for its benefit and the benefit of the Secured Parties, a first priority security interest in the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"): (a) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (c) all Additional Collateral acquired by the Pledgor; and (d) subject to Section 7 hereof, all Proceeds of the items described in clauses (a), (b) and (c) above.
Appears in 1 contract
Sources: Stock Pledge and Security Agreement (Panda Interfunding Corp)
Pledge. As security for the payment and performance in full of the Borrower Obligations (in the case of the Borrower) and subject to and the Direct Obligations (in accordance with the provisions case of this AgreementDirect), including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Administrative Agent, and grants to the Collateral Administrative Agent, for its benefit and the benefit of the Secured Parties, a first priority security interest (the "Security Interest") in all its right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
acquired: (a) the Pledged Shares and each certificate representing the Pledged Shares shares of capital stock listed in Schedule I hereto as being owned by it and any interest shares of the Pledgor capital stock of any Subsidiary (other than a Credit Card Bank) obtained by it in the entries on future, and the books of any financial intermediary pertaining to certificates representing or evidencing such shares (the "Pledged SharesStock"), and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time other property which may be delivered to time acquired and held by the Pledgor in any manner Administrative Agent pursuant to the terms hereof, (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5 below, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgor; and
and (b) above, (d) subject to Section 7 hereofSections 4 and 5 below, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), (b) and (c) above, and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively called the "Collateral"). Upon delivery to the Administrative Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the relevant Pledgor and such other instruments or documents as the Administrative Agent may request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, forever; SUBJECT, HOWEVER, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Revolving Credit and Letter of Credit Facility Agreement (Metris Companies Inc)
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers delivers, and pursuant to the English charge over shares between Huntsman Container Company International and [ ], with respect to the shares of Huntsman Film Products U.K. Limited (the "English Pledged Stock"), pledges the English Pledged Stock, unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares shares of capital stock owned by it and each certificate representing the Pledged Shares listed on Schedule II hereto and any interest shares of capital stock of any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); (b)
(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the entries on the books of any financial intermediary pertaining future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Shares, and, Debt Securities"); (c) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the "Collateral"). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Subsidiary Loan Party or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Huntsman Packaging of Canada LLC)
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured PartiesAgent and the Lenders, a first priority security interest in all of the followingPledgor's right, whether now title and interest in, to and under:
2.1 the shares of capital stock and other ownership interests owned by the Pledgor and listed on Schedule I hereto, and any shares of capital stock or existing other equity interest of any issuer listed on Schedule I hereto obtained in the future by the Pledgor, and the stock certificates or hereafter acquired other securities representing all such shares or arising or wherever located equity interests (the "CollateralPledged Securities"):);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereof6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section 6, all Additional Collateral acquired by rights and privileges of the PledgorPledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
(d) subject to Section 7 hereof, 2.5 all Proceeds proceeds of any of the foregoing (the items described referred to in clauses (a2.1 through 2.5 being collectively referred to as the "Pledged Collateral'). TO HAVE AND TO HOLD the Pledged Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Agent, its successors and assigns, for the benefit of the Agent and the Lenders, until the Obligations have been indefeasibly paid and performed in full in cash, the Lenders have no further commitment to lend, the outstanding Letters of Credit have been reduced to zero or fully cash collateralized in a manner satisfactory to the Letter of Credit Issuers and the Agent, and the Letter of Credit Issuers have no further obligation to issue Letters of Credit under the Loan Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in the followingall of such Pledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the "Pledged Stock"); provided that the Pledged Shares Stock shall not include (i) any Equity Interests owned directly by Crown Holdings, (ii) more than 65% of the issued and each certificate representing outstanding shares of voting stock of any Non-Domestic Subsidiary or (iii) to the Pledged Shares and any interest extent that applicable law requires that a Subsidiary of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesissue directors' qualifying shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
such qualifying shares; (b) all additional shares of stock of the Companies from time other property that may be delivered to time acquired and held by the Pledgor in any manner Collateral Agent pursuant to the terms hereof; (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5, all payments of, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clause (ca) all Additional Collateral acquired by the Pledgorabove; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the "Collateral."). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Public Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Public Debt or (ii) the Public Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Public Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of the Borrower or any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Shares and each certificate representing Stock"); provided that the Pledged Shares and any interest Stock shall not include (i) more than 65% of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments issued and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional outstanding shares of stock of any Foreign Subsidiary or (ii) to the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)
(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the entries on future issued to the books of Pledgor and (iii) the promissory notes and any financial intermediary pertaining other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to such additional shares, and, and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Neenah Foundry Co)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with the provisions full of this Agreementits Obligations, including without limitation Section 7 hereof, the each Pledgor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and permitted assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such Pledgor’s right, title and interest in, to and under (a)(i) the followingdebt obligations listed opposite the name of such Pledgor on Schedule II, whether now owned or existing or hereafter acquired or arising or wherever located (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the "Collateral"):
“Pledged Debt Securities”); (ab) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 3.05 hereof, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the securities referred to in clause (a) above; (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 3.05 hereof, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), ) and (b) above; and (cd) aboveall proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Secured Notes Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for To secure the Obligations due and subject to punctual payment and in accordance with performance of the provisions of this Agreement, including without limitation Section 7 hereofLiabilities (hereinafter defined), the Pledgor hereby pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over and delivers to unto the Collateral Administrative Agent, for its benefit and the ratable benefit of the Secured PartiesLenders, a first priority and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, an unconditional and continuing security interest in in, the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral")::
(a) the shares of stock listed in the Annex hereto (herein collectively called the “Pledged Shares Securities”) and each certificate the certificates representing or evidencing the Pledged Shares Securities, and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesall cash, andsecurities, subject to Section 7 hereofinterest, all dividends, cash, options, warrants, rights, instruments rights and other property or proceeds 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 SharesSecurities;
(b) all additional shares of stock other property hereafter delivered to the Administrative Agent in substitution for or in addition to any of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereofforegoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, options, warrants, rights, instruments 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 such shares;thereof; and
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, proceeds of all Proceeds of the items described in clauses (aforegoing including all such Pledged Securities, additional shares, certificates, instruments, cash, securities, interest, dividends, rights and other property are, collectively, called the “Collateral”); TO HAVE AND TO HOLD the Collateral, (b) together with all rights, titles, interests, privileges and (c) abovepreferences appertaining or incidental thereto, unto the Administrative Agent, for the ratable benefit of the Lenders, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As The Pledgor hereby pledges to the Lender, and grants to the Lender a security for the Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereofinterest in, the Pledgor hereby pledgesfollowing (collectively, grants, assigns, hypothecates, transfers and delivers to the Collateral Agent, for its benefit and the benefit of the Secured Parties, a first priority security interest in the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "CollateralPLEDGED COLLATERAL"):
(a) all shares of the Pledged Shares capital stock of the Borrower, and each certificate the certificates representing all shares of such capital stock (as identified on EXHIBIT A attached hereto and made a part hereof), all options and warrants for the Pledged Shares and any interest purchase of shares of the stock of the Borrower now or hereafter held in the name of the Pledgor and relating to such specified shares of capital stock (all of said capital stock, options and warrants and all capital stock held in the entries on name of the books Pledgor as a result of any financial intermediary pertaining the exercise of such options or warrants being hereinafter collectively referred to as the "PLEDGED STOCK"), herewith delivered to the Pledged SharesLender accompanied by stock powers in the form of EXHIBIT B attached hereto and made a part hereof ("POWERS") duly executed in blank, and, subject to Section 7 hereof, and all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of of, or in exchange for for, any or all of the Pledged Shares;
such shares; (b) all additional shares of stock of the Companies Borrower from time to time acquired by the Pledgor in any manner as a result of the ownership of the shares of capital stock described on EXHIBIT A, and the certificates representing such additional shares (which any such additional shares shall be deemed to be constitute part of the Pledged Shares) Stock and each certificate representing such additional shares shall be listed on EXHIBIT A), and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional sharesall options, andwarrants, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
; (c) all Additional Collateral acquired by the Pledgorproperty and interests in property described in SECTION 3 below; and
and (d) subject to Section 7 hereof, all Proceeds proceeds of any of the items described in clauses (a), (b) and (c) aboveforegoing.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions Obligations, each Pledgor hereby, except in the case of this AgreementULC Shares, including without limitation Section 7 hereof, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers delivers, and in the case of ULC Shares pledges, unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the benefit of the Secured PartiesCreditors, a first priority security interest in the followingall of such Pledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) all the shares of Capital Stock owned by it and listed on Schedule II hereto and any shares of Capital Stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Shares Stock shall not include (i) more than 65% of the issued and each certificate representing outstanding shares of Voting Securities of (x) Non-U.S. Subsidiaries that are CFCs or (y) Disregarded Subsidiaries or (ii) to the Pledged Shares and any interest extent that applicable law requires that a Subsidiary of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesissue directors’ qualifying shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
such qualifying shares; (b) all additional shares of stock of the Companies from time other property that may be delivered to time acquired and held by the Pledgor in any manner Collateral Agent pursuant to the terms hereof; (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5, all payments of dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clause (ca) all Additional Collateral acquired by the Pledgorabove; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Collateral”); provided that in no event shall the Collateral include any Excluded Collateral (as defined in the U.S. Security Agreement). Upon delivery to the Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that if (i) any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby. Each Pledgor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Collateral Agent and the Pledgors that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other Loan Document, where any Pledgor is the registered owner of ULC Shares which are Collateral, such Pledgor will remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Pledged Securities, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other Loan Document shall, constitute the Collateral Agent, any other Secured Party, or any other Person other than the relevant Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Pledgor and further steps are taken pursuant hereto or thereto so as to register the Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement following the giving of notice and in the course of realizing upon such security, no Pledgor shall cause or permit, or enable an Issuer with respect to any Pledged Securities (a “Pledged Issuer”), that is a ULC, to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Pledged Issuer; (b) have any notation entered in their favour in the share register or otherwise on the record books of such Pledged Issuer; (c) abovebe held out as a shareholder or member of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Collateral Agent holding the security interest in the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares. In furtherance of the foregoing, no Pledgor shall cause or permit, or enable a Pledged Issuer to authorize by corporate resolution or consent, as applicable, the transfer(s) of any such Pledged Shares to the Collateral Agent or any Secured Party without the Collateral Agent’s express request to do so. The provisions in this paragraph are referred to herein as the “Special ULC Provisions”.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers delivers, unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares shares of capital stock and each certificate representing the Pledged Shares other Equity Interests owned by it and listed on Schedule II hereto and any interest Equity Interests obtained in the future by the Pledgor and the certificates representing all such shares (the “Pledged Stock”); (b)
(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the entries on the books of any financial intermediary pertaining future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Shares, and, Debt Securities”); (c) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Shares; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Loan Party or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ or nominee’s qualifying shares, such qualifying shares. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers delivers, unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person (collectively, the “Equity Interests”) owned by such Pledgor and each certificate representing the Pledged Shares listed on Schedule II hereto and any interest Equity Interests obtained in the future by the Pledgor and the certificates representing all such shares (the “Pledged Stock”); (b)
(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the entries on the books of any financial intermediary pertaining future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Shares, and, Debt Securities”); (c) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Shares; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Note Guarantor or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares. Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary of the Issuer shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary subject to a security interest under the Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Pledged Stock or Pledged Debt Securities secure the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further, in such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Pliant Corp)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions Secured Obligations, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of this Agreementamounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
(i) all debt securities of the Borrower or any Subsidiary of the Borrower owned by it, including without limitation Section 7 hereof, those listed opposite the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers to the Collateral Agent, for its benefit and the benefit name of the Secured PartiesBorrower on Schedule I hereto, a first priority security interest (ii) any debt securities of the Borrower or any Subsidiary of the Borrower obtained in the following, whether now owned or existing or hereafter acquired or arising or wherever located future by the Borrower and (iii) any promissory notes and any other instruments evidencing such debt securities (the "Collateral"):
debt securities, promissory notes and instruments referred to in clauses (ai), (ii) and (iii) of this clause (b) are collectively referred to as the “Pledged Shares Debt”); (c) all other property that is delivered to and each certificate representing held by the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, Administrative Agent; (d) subject to Section 7 hereof2.07, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the securities referred to in clauses (ca) and (b) above; all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds rights and privileges of the items described Borrower with respect to the securities and other property referred to in clauses (a), (b) and (c) above; (e) all insurance policies now or hereafter owned by the Borrower, including without limitation those listed on Schedule I hereto and to be updated from time to time, including life settlement policies and all related death benefits, the Servicing Agreement, related property with respect to each policy, policy files, all income, all rights under such policies (including the right to make claims on the foregoing policies and the right to receive payments under such policies), payments and proceeds (including proceeds of such policies received from an insurer and proceeds from the sale of such policies but excluding proceeds which independently constitute Excluded Assets) relating to or arising out of the foregoing and all rights of recourse or recovery against any third party, and all other claims, rights and causes of action, relating to or arising out of any of the foregoing (collectively, the “Pledged Policies”) and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary in this Agreement, the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, subject, however, to the terms, covenants and conditions hereinafter set forth. The grant of a security interest in the Pledged Collateral by the Borrower under this Agreement secures the payment of all Secured Obligations now or hereafter existing under, or in respect of, the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement, obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and that would be owed by the Borrower to any Secured Party under the Loan Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower.
Appears in 1 contract
Sources: Security Agreement
Pledge. As security for the Obligations and subject to and in accordance with payment or performance, as ------- the provisions case may be, of this Agreementthe Obligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgesbargains, grantssells, conveys, assigns, hypothecatessets over, mortgages, pledges, hypothecates and transfers and delivers to the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Security Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in the followingin, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
all of such Grantor's right, title and interest in, to and under (a) the shares of capital stock listed opposite the name of such Pledgor on Schedule I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (the "Pledged Shares Stock") and each certificate the certificates representing the Pledged Shares Stock; (b) the ------------- promissory notes listed opposite the name of such Pledgor on Schedule I hereto and any interest of the Pledgor in the entries on the books all promissory notes or other debt securities of any financial intermediary pertaining Subsidiary hereafter acquired by such Pledgor (the "Pledged Notes") and the certificates representing ------------- the Pledged Notes; (c) all other property which may be delivered to and held by the Security Agent pursuant to the Pledged Shares, and, terms hereof; (d) subject to Section 7 hereof2.04, all payments of dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all of such shares;
(c) all Additional Collateral acquired by upon the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds conversion of the items described securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 2.04, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) being collectively called the "Collateral"). ---------- TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and references pertaining or incidental thereto, unto the Security Agent, its successors and its assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Brylane Inc)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Trustee, its benefit successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in the followingand a continuing Lien on, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
all of Pledgor’s right, title and interest in, to and under (a) the Pledged Shares LLC Interests and each certificate the certificates representing the Pledged Shares LLC Interests, if any, any securities entitlements relating thereto and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
the Pledged LLC Interests, (b) all options, rights or other agreements relating to the Pledged LLC Interests or the Borrower, (c) all Additional Collateral acquired by management and other rights of Pledgor under the Pledgor; and
Limited Liability Company Operating Agreement, (d) subject to Section 7 hereofall rights of Pledgor under any shareholder or voting trust agreement or similar agreement, and (e) all Proceeds of any of the foregoing (the items described referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (Dynegy Inc.)
Pledge. As security for the Obligations prompt payment and subject to and performance in accordance with full when due (whether at the provisions stated maturity, by acceleration or otherwise) of this Agreement, including without limitation Section 7 hereofthe Secured Obligations, the Pledgor hereby hypothecates, pledges, assigns, grants, assigns, hypothecates, transfers sets over and delivers to the Collateral Agent, for its benefit and the benefit of the Secured PartiesBanks, the L/C Issuer and the L/C Participant, a continuing first priority security interest in all its right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):acquired:
(ai) all of the Pledged Shares and each certificate representing shares of capital stock owned by the Pledged Shares Pledgor listed on Schedule 1, and any interest additional shares of capital stock of each of the Pledgor Issuers (or successors thereto) obtained in the entries on future by the books of any financial intermediary pertaining to the Pledged SharesPledgor, and, in each case, all stock certificates representing such shares and, in each case, all options, warrants or rights of any nature whatsoever and all stock or other securities which may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the foregoing being collectively referred to herein as the "Pledged Securities"); and
(ii) subject to the provisions of Section 7 hereof5, all dividendsProceeds of the Pledged Securities, cash, options, warrants, rights, instruments including all cash or securities at any time and other property or proceeds from time to time receivedacquired, receivable or otherwise distributed in respect of of, or in exchange for for, any of or all such stock (all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time items referred to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds of the items described herein in clauses (a), (bi) and (cii) abovebeing collectively referred to as the "Collateral"). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent for the benefit of the Banks, the L/C Issuer and the L/C Participant and their successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as ------- the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in (a) all of the followingPledgor's right, whether now title and interest in, to and under the shares of capital stock owned by it and listed on Schedule I hereto and any shares of capital stock of any Restricted Subsidiary created or existing or hereafter acquired or arising or wherever located by the Pledgor, and any Subsidiary upon becoming a Restricted Subsidiary, and the certificates representing all such shares (the "CollateralPledged Stock"):
(a) ); provided that the Pledged Shares and each certificate representing Stock shall not, to the Pledged Shares and any interest extent that ------------- -------- applicable law requires that a Restricted Subsidiary of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesissue directors' qualifying shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
include such qualifying shares; (b) all additional shares of stock of the Companies from time other property that may be delivered to time acquired and held by the Pledgor in any manner Collateral Agent pursuant to the terms hereof; (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clause (ca) all Additional Collateral acquired by the Pledgorabove; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the "Collateral"). Upon ---------- delivery to the Collateral Agent, any Pledged Stock now or hereafter included in the Collateral shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request. Each delivery of Pledged Stock shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgesassigns and pledges to the Agent, grants, its successors and permitted assigns, hypothecatesfor the benefit of the Secured Parties, transfers and delivers hereby grants to the Collateral Agent, its successors and permitted assigns, for its benefit and the benefit of the Secured Parties, a first priority security interest security
(i) the debt securities currently issued to any Grantor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed on Schedule II), (ii) any debt securities in the following, whether now owned or existing or hereafter acquired or arising or wherever located future issued to such Grantor and (the "Collateral"):
(aiii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Shares and each certificate representing Debt Securities”); provided that the Pledged Shares and Debt Securities shall not include any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, Excluded Securities; (c) subject to Section 7 hereof2.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof2.06, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for To secure the Obligations payment and subject performance of the "Secured Obligations" (as defined in Section 3 below), Company hereby pledges and hypothecates to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers to the Collateral AgentTrustee, for its benefit and the benefit of Trustee and Holders, and grants to Trustee, for the Secured Partiesbenefit of Trustee and Holders, a first priority security interest in in, the following, whether now owned or existing or hereafter acquired or arising or wherever located following (the "Pledged Collateral"):
(a) (i) except with respect to Playboy Products and Services International, B.V. (the Pledged Shares and each certificate representing "Foreign Issuer"), the Pledged Shares and any interest shares of stock outstanding of the Pledgor in corporations (the entries "US Issuers"; Foreign Issuer and US Issuers are collectively referred to as the "Issuers") identified on Schedule I hereto held by Company and (ii) with respect to the books Foreign Issuer, the lesser of any financial intermediary pertaining 65% of the shares of stock outstanding of such Foreign Issuer and 65% of the total combined voting power of all classes of stock of such Foreign Issuer entitled to vote, which shares pledged by Company as of the date hereof are identified on Schedule I hereto (together, the "Pledged Shares") and the certificates representing the Pledged Shares, and, subject to Section 7 hereof2(b) below, all stock dividends, cash dividends, cash, optionsinstruments, warrants, chattel paper and other rights, instruments and other property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to Issuers at any time acquired by the Pledgor Company in any manner manner, and the certificates representing such additional shares (which and any such additional shares shall be deemed to be constitute part of the Pledged Shares) Shares under this Agreement), and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional sharesall stock dividends, and, subject to Section 7 hereof, all cash dividends, cash, optionsinstruments, warrants, chattel paper and other rights, instruments property or proceeds and other property products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;; provided, however, any additional shares of the Foreign Issuer, when combined with the shares already pledged of such Foreign Issuer, neither exceeds 65% of the shares of stock of such Foreign Issuer outstanding nor 65% of the total combined voting power of all classes of stock of such Foreign Issuer entitled to vote; and
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds proceeds of any of the items described in clauses (a), (b) and (c) aboveforegoing.
Appears in 1 contract
Pledge. As security for the Obligations payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby collaterally assigns and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in the followingin, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):all of such Grantor’s right, title and interest in, to and under:
(a) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares[reserved];
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged SharesDebt Securities;
(c) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof3.06, all dividendspayments of principal or interest, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clause (cb) all Additional Collateral acquired by the Pledgorabove; and
(d) subject to Section 7 hereof, all Proceeds of any of the foregoing (the items described referred to in clauses (ab), (bc) and (cd) aboveof this Section 3.01 above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to any Excluded Assets, and the terms “Pledged Debt Securities” and “Pledged Collateral,” shall, in each case, expressly exclude all Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, as security for the payment or performance, as the case may be, in full of the Secured Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this AgreementSecured Obligations, including without limitation Section 7 hereofthe Guarantees, each Grantor hereby assigns and pledges to the Pledgor hereby pledgesAdministrative Agent, grants, its successors and assigns, hypothecatesfor the benefit of the Secured Parties, transfers and delivers hereby grants to the Collateral Administrative Agent, its successors and assigns, for its benefit and the benefit of the Secured Parties, a first priority security interest in the followingall of such Grantor’s right, whether now title and interest in, to and under (i) all Equity Interests issued by each Retained Existing Notes Indenture Unrestricted License Subsidiary that is a wholly-owned or existing or hereafter acquired or arising or wherever located Material Domestic Subsidiary (the "Collateral"):
“Pledged Equity”); (aii) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof2.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the Pledged Equity; (c) all Additional Collateral acquired by the Pledgor; and
(diii) subject to Section 7 hereof2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any of the foregoing (the items described referred to in clauses (ai) through (iv) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (Clear Channel Communications Inc)
Pledge. As security for the Obligations payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and subject pledges to the Administrative Agent, its successors and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers to for the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest and hereby grants to the Administrative Agent, its successors and
(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule I), (ii) any debt securities or intercompany loans or advances in the following, whether now owned future issued to or existing or hereafter acquired or arising or wherever located held by such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Collateral"):
“Pledged Debt Securities”); (ac) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof3.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof3.06, all Proceeds rights and privileges of such Grantor with respect to the items described securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Second Lien Guarantee and Collateral Agreement (Jda Software Group Inc)
Pledge. As security for the Obligations payment or performance, as the case may be, in full of the Secured Obligations, Holdings hereby assigns and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and permitted assigns, for the benefit of the Secured Parties, a first priority security interest in the followingall of Holdings’ right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Equity Interests of the Borrower owned by Holdings (which such Equity Interests as of the date hereof shall be listed on Schedule I) and any certificates representing all such Equity Interests (collectively, the “Pledged Shares and each certificate representing Borrower Stock”); provided, that the Pledged Shares and Borrower Stock shall not include any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, Excluded Securities; (b) subject to Section 7 hereof3.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clause (a) above; (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof3.06, all Proceeds rights and privileges of Holdings with respect to the items described securities and other property referred to in clauses (a), ) and (b) above; and (cd) aboveall Proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Holdings Guarantee and Pledge Agreement (DS Services of America, Inc.)
Pledge. As security for the Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the The Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral AgentPledgee, in its capacity as Administrative Agent for its benefit and the benefit of the Secured PartiesLenders and for its own benefit as Administrative Agent, and grants to the Pledgee a first priority security interest in and lien on all of the Pledgor's right, title and interest in and to the following, whether now owned or existing or hereafter acquired or arising or wherever located existing (the "Pledged Collateral"):
(a) all shares of Capital Stock of each of the Pledged Shares Companies to the extent that such Capital Stock is now owned by the Pledgor, regardless of the class of that Capital Stock, in each case together with the certificates evidencing the same, all of which are identified in Annex 1, and each certificate representing (ii) any options, warrants or other rights to purchase such interests or stock at any time owned by the Pledged Shares and any interest of Pledgor, including, without limitation, all such interests or stock, options, warrants or other rights acquired by the Pledgor in the entries future (the "Pledged Stock");
(b) all shares, securities, moneys or property representing a dividend on any of the books Pledged Stock, representing a distribution or return of capital upon or in respect of the Pledged Stock, resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) all supporting obligations for any of the property described in the foregoing clauses of this Section 2;
(d) subject to the proviso at the end of this Section 2, all Surplus Notes (collectively, the "Pledged Notes");
(e) all securities or other investment property, of any financial intermediary pertaining nature whatsoever, received or receivable in substitution for or in addition to any of the Pledged SharesNotes, andany certificates representing or evidencing such securities, subject to Section 7 hereof, and all dividends, cash, options, warrants, rights, instruments distributions and other property or proceeds 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 Shares;
(b) Notes, and all additional shares of stock of the Companies from time securities accounts to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(c) all Additional Collateral acquired by the Pledgorforegoing may at any time be credited; and
(df) all proceeds of and to any of the property of the Pledgor described in the foregoing clauses in this Section 2, in whatever form, including, without limitation, in the form of accounts, instruments, chattel paper, documents, goods, investment property, letters of credit, letter-of-credit rights, money, deposit accounts, claims or causes of action or general intangibles; provided, however, that, if the authorization of any Insurance Regulatory Authority must, as disclosed in Schedule 3.4 of the Credit Agreement, be obtained under any applicable Requirement of Law to enable the Pledgor to lawfully make the pledge and grant of security interest contemplated in this Section 2 in respect of any Surplus Notes or Pledged Stock of an Insurance Subsidiary those Surplus Notes (the "Committed Notes") or that Pledged Stock (the "Committed Stock") will constitute Pledged Notes or Pledged Stock for purposes of this Agreement subject to Section 7 hereof, all Proceeds the issuance of that authorization by the relevant Insurance Regulatory Authority. The Pledgor shall promptly give the Pledgee notice of the items described in clauses (a)issuance of any such authorization that has not been obtained on or before the date of this Agreement and shall, (b) from time to time, after request from the Pledgee, give the Pledgee notice of the status of the Pledgor's request or application for any such authorization that is pending. The Pledgor shall use its best efforts actively and (c) abovevigorously to pursue all such authorizations.
Appears in 1 contract
Pledge. (a) As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor Grantor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in in, all of the followingGrantor’s right, title and interest, whether now owned or existing or hereafter acquired or arising or wherever located acquired, in, to and under (i) any Equity Interests obtained in the future by the Grantor and the certificates, if any, representing all such Equity Interests (the "Collateral"):
“Pledged Stock”), (aii) (A) any debt securities in the future issued to the Grantor and (B) the Pledged Shares and each certificate representing the Pledged Shares promissory notes and any interest of other Instruments evidencing such debt securities (the Pledgor in “Pledged Debt Securities”); (iii) all other property that may be delivered to and held by the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms of this Section 2.01; (iv) subject to Section 7 hereof2.05, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments Instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i), (ii) and (iii) above; (v) subject to Section 2.05, all rights and privileges of the Grantor with respect to the securities and other property referred to in clauses (i), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Shares;
Collateral”); and (b) all additional shares of stock as security for the payment or performance, as the case may be, in full of the Companies from time Member Obligations, the Member hereby assigns and pledges to time acquired by the Pledgor in any manner (which shares shall be deemed to be part Collateral Agent, its successors and assigns, for the benefit of the Pledged Shares) Secured Parties, and each certificate representing such additional shares hereby grants to the Collateral Agent, its successors and any interest assigns, for the benefit of the Pledgor Secured Parties, a security interest in, all of Member’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) any Equity Interests in the entries on Grantor and the books of any financial intermediary pertaining to certificates, if any, representing all such additional sharesEquity Interests, and, (ii) subject to Section 7 hereof2.05, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the Equity Interests referred to in clause (ci) all Additional Collateral acquired by the Pledgorabove; and
and (diii) subject to Section 7 hereof, all Proceeds of any of the foregoing (the items described referred to in clauses (ai) through (ii) above being collectively referred to as the “Member Pledged Equity Interests”). TO HAVE AND TO HOLD the Pledged Collateral, (b) the Member Pledged Equity Interests, together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementSecured Obligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Credit Parties, a first priority security interest in all of the followingPledgor’s right, whether now title and interest in, to and under:
2.1 the shares of capital stock and other ownership interests owned by each Pledgor and listed on Schedule I hereto, and any shares of capital stock or existing other equity interest of any Subsidiary obtained in the future by the Pledgor, and the stock certificates or hereafter acquired other securities representing all such shares or arising equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or wherever located such lesser percentage as is owned by Pledgor) (the "Collateral"):“Pledged Securities”);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereof6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section 6, all Additional Collateral acquired by rights and privileges of the PledgorPledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
(d) subject to Section 7 hereof, 2.5 all Proceeds proceeds of any of the foregoing (the items described referred to in clauses 2.1 through 2.5 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Credit Parties, until the Secured Obligations have been paid in full in cash, the Lenders have no further commitment to lend; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to SECTION 3 of this Agreement, (a)) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and (c) abovesuch other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Sources: Pledge Agreement (GameStop Corp.)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofSecured Obligations, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges sets over and delivers to unto the Collateral Agent, its successors and assigns, for its own benefit and the benefit of the Secured other Credit Parties, and hereby grants to the Collateral Agent, its successors and assigns, for its own benefit and the benefit of the other Credit Parties, a first priority security interest in all of the followingPledgor’s right, whether title and interest in, to and under:
2.1 all shares of capital stock, limited liability company membership interests and other Equity Interests owned by the Pledgor, including in each entity designated as an “Issuer” on Schedule I hereto, and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by the Pledgor, and the stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other Equity Interests; provided that no shares of capital stock, limited liability company membership interests or other Equity Interests with respect to any CFC shall be now owned or existing or hereafter acquired or arising or wherever located required to be pledged hereunder by the Pledgor (the "Collateral"):“Pledged Securities”);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereof6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities and other Investment Property referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section 6, all Additional Collateral acquired by rights and privileges of the PledgorPledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
2.5 all proceeds of any of the foregoing (dthe items referred to in clauses 2.1 through 2.4 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for its own benefit and the benefit of the other Credit Parties, until (i) subject the Commitments have expired or been terminated, (ii) all of the Secured Obligations have been paid in full in cash or otherwise satisfied, (iii) all L/C Obligations have been reduced to zero (or fully cash collateralized in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), and (iv) the L/C Issuer has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 7 hereof3 of this Agreement, all Proceeds of the items described in clauses (a)) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and (c) abovesuch other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Sources: Pledge Agreement (Cost Plus Inc/Ca/)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in the followingin, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
all of such Pledgor's right, title and interest in, to and under (a) the Pledged Shares Equity Interests owned by it and each certificate representing the Pledged Shares listed on Schedule II and any interest other Equity Interests (other than Excluded Equity Interests) now or at any time hereafter owned by such Pledgor, and the certificates representing all such Equity Interests (the "Pledged Equity Interests"); (b)
(i) the debt securities listed opposite the name of such Pledgor on Schedule II, (ii) any other debt securities now or at any time hereafter owned by such Pledgor (except that no debt securities will be pledged by Alon Energy) and (iii) the Pledgor in promissory notes and any other instruments evidencing such debt securities (the entries on "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms of this Section 3.01; (d) subject to Section 7 hereof3.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof3.06, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Pledged Collateral"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Alon USA Energy, Inc.)
Pledge. As security In order to secure the full and timely payment and performance of all of the Pledgor’s Obligations to the Secured Party (which, for the Obligations and subject to and avoidance of doubt, do not include other obligations which may be contained in accordance with the provisions of this Agreement, including without limitation Section 7 hereofMerger Agreement other than the Obligations), the Pledgor hereby transfers, pledges, grants, assigns, hypothecatessets over, transfers delivers and delivers grants to the Collateral Agent, for its benefit Secured Party a continuing lien and the benefit of the Secured Parties, a first priority security interest in and to all of the followingfollowing property of Pledgor, whether both now owned or and existing or and hereafter created, acquired or and arising or wherever located (all being collectively hereinafter referred to as the "“Collateral"):”) and all right, title and interest of Pledgor in and to the Collateral, to-wit:
(a) the Pledged Shares and each certificate Securities owned by Pledgor;
(b) any certificates representing or evidencing the Pledged Shares Securities, including, but not limited to, the Certificates and any interest of the Pledgor in the entries on the books of substitute or replacement certificates which may come into existence hereafter from time to time;
(c) any financial intermediary pertaining to the Pledged Sharesand all distributions thereon, andand cash and non-cash proceeds and products thereof, subject to Section 7 hereof, including all dividends, cash, optionsdistributions, warrantsincome, rightsprofits, instruments and instruments, securities, stock dividends, distributions of capital stock or other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all securities of the Pledged Shares;
(b) Company and all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all upon conversion of such shares;
(c) all Additional Collateral acquired by the PledgorPledged Securities, whether in connection with stock splits, recapitalizations, merger, conversions, combinations, reclassifications, exchanges of securities or otherwise; and
(d) subject any and all voting, management, and other rights, powers and privileges accruing or incidental to Section 7 hereof, all Proceeds an owner of the items described Pledged Securities and the other property referred to in clauses (a), (bsubsections 2(a) and (cthrough 2(c) above.
Appears in 1 contract
Pledge. (a) As security for the payment and performance, as the case may be, in full of the First Priority Obligations and subject to and in accordance with the provisions of this Agreementonly, including without limitation Section 7 hereof, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers to unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Bank Secured Parties, a first priority security interest in the followingall of such Pledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it listed on Schedule I hereto and any shares of capital stock and other Equity Interests of any Subsidiary obtained or formed in the future by such Pledgor to the extent required by the Credit Agreement (collectively, the "Pledged Stock"); provided that the Pledged Shares and each certificate representing Stock shall not include directors' qualifying shares, to the Pledged Shares and any interest extent that applicable law requires that a Subsidiary of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
issue such qualifying shares; (b) all additional shares of stock of the Companies from time other property that may be delivered to time acquired and held by the Pledgor in any manner Euro Collateral Agent pursuant to the terms hereof; (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5, all payments of dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clause (ca) all Additional Collateral acquired by the Pledgorabove; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses clause (a), (b) and (c) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the "Equity Interests Collateral").
(b) The following Liens on the Debt Securities Collateral are hereby granted:
1. As security for the payment and performance, as the case may be, in full of the First Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for the benefit of the First Priority Secured Parties, a first priority security interest in all of Pledgor's right, title and interest in, to and under the Debt Securities Collateral.
2. As security for the payment and performance, as the case may be, in full of the Second Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for the benefit of the Second Priority Secured Parties, a second priority security interest in all of Pledgor's right, title and interest in, to and under the Debt Securities Collateral.
3. As security for the payment and performance, as the case may be, in full of the Third Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for the benefit of the Third Priority Secured Parties, a third priority security interest in all of Pledgor's right, title and interest in, to and under the Debt Securities Collateral. Upon delivery to the Euro Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Euro Collateral Agent and by such other instruments and documents as the Euro Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule I and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Euro Collateral Agent, its successors and assigns, for the benefit of the Applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Public Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Public Debt or (ii) the Public Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Public Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.
Appears in 1 contract
Pledge. As security for the Obligations payment or performance, as the case may be, in full of its Secured Obligations, each Guarantor hereby assigns and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in the followingall of such Guarantor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Equity Interests directly owned by it (which shall be listed on Schedule I) and any other Equity Interests obtained in the future by the Guarantor and any certificates representing all such Equity Interests (the "Pledged Shares and each certificate representing Stock"); provided that the Pledged Shares and any interest Stock shall not include (x) to the extent applicable law requires that a Subsidiary of the Pledgor in the entries on the books of Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares and (y) any financial intermediary pertaining to the Pledged Shares, and, Equity Interest that constitutes an unlimited liability interest; (b) subject to Section 7 hereof3.05, all payments of dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the Pledged Stock; (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof3.05, all Proceeds rights and privileges of the Guarantor with respect to the Pledged Stock and other property referred to in clause (b) above; and (d) all proceeds of any of the foregoing (the items described referred to in clauses (a) through (d) above being collectively referred to as the "Collateral"). TO HAVE AND TO HOLD the Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Pledge Agreement (BCP Crystal Holdings Ltd. 2)
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in the followingsuch Pledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares shares of capital stock owned by it and each certificate representing the Pledged Shares listed on Schedule II hereto and any interest shares of capital stock of or any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"), provided that Pledged Stock shall not include (i) more than 65% of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments issued and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional outstanding shares of stock of any foreign Subsidiary or (ii) to the Companies from time extent that applicable law requires that a Subsidiary of a Pledgor issue directors' qualifying shares, such qualifying shares, (b)
(i) the debt securities listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to time acquired such Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Pledgor in any manner Collateral Agent pursuant to the terms hereof; (which shares shall be deemed to be part of the Pledged Sharesd) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof5, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. 3 TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (PSF Holdings LLC)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor Borrower hereby pledgesassigns and pledges to the Lender, grants, its successors and assigns, hypothecates, transfers and delivers hereby grants to the Collateral AgentLender, for its benefit successors and the benefit of the Secured Partiesassigns, a first priority security interest in the followingin, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
(a) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Borrower’s right, title and interest in, to and under (a)(i) all of the Equity Interests in (x) EnerDel and (y) Think Holdings, in each case owned by the Borrower on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests in (x) EnerDel and (y) Think Holdings, in each case obtained in the future by the Borrower and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Shares;
Stock”), (b) all additional shares of stock of the Companies from time other property that may be delivered to time acquired and held by the Pledgor in any manner Lender pursuant to the terms of this Section 3.01, (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof3.05, all payments of dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clause (ca) all Additional Collateral acquired by the Pledgor; and
above, (d) subject to Section 7 hereof3.05, all Proceeds rights and privileges of the items described Borrower with respect to the securities and other property referred to in clauses (a), (b) and (c) above, and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Lender, its successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment or performance, as the case may be, in full of the Secured Obligations, Holdings hereby assigns and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and permitted assigns, for its benefit and the benefit of the Second-Priority Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, a first priority security interest in the followingall of Holdings’ right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Equity Interests of the Issuer owned by Holdings (which such Equity Interests as of the date hereof shall be listed on Schedule I) and any certificates representing all such Equity Interests (collectively, the “Pledged Shares and each certificate representing Issuer Stock”); provided, that the Pledged Shares and Issuer Stock shall not include any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, Excluded Securities; (b) subject to Section 7 hereof2.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clause (a) above; (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof2.06, all Proceeds rights and privileges of Holdings with respect to the items described securities and other property referred to in clauses (a), ) and (b) above; and (cd) aboveall Proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Holdings Pledge Agreement (Second Lien) (DS Services of America, Inc.)
Pledge. As security for the Obligations payment and subject to and in accordance with performance of all of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the Pledgor hereby pledgespledges to Administrative Agent, grants, assigns, hypothecates, transfers and delivers grants to the Collateral Administrative Agent, for its benefit and the benefit of Administrative Agent and the Secured Parties, a first priority continuing security interest in in, all of the following, whether now owned or existing or hereafter acquired owned, existing or arising or wherever located (the "“Subject Collateral"”):
(a) All equity, ownership and beneficial interests in Borrower held by Pledgor, including, without limitation, the Pledged Shares and each certificate representing the Pledged Shares equity interests described on Schedule I hereto and any interest 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 Pledgor in foregoing;
(b) all documents, certificates and/or instruments representing any of the entries on the books of any financial intermediary pertaining to the Pledged Sharesforegoing and all cash, andsecurities, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments rights and other property or proceeds 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 Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional sharesforegoing, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange except for any or all of such shares;distributions with respect to the Subject Securities that would be permitted under the Transaction Documents; and
(c) all Additional 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 acquired which may at any time or from time to time come into the possession or control of such Pledgor; and prior to the delivery thereof to Administrative Agent, such Subject Collateral shall be held by Pledgor separate and apart from its other property and in express trust for Administrative 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 control. It is Pledgor’s intent that, by virtue of this Agreement and such acknowledgments, Administrative Agent is granted “control” within the 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 Subject Collateral. Pledgor hereby agrees that it will not grant “control” (within the 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 assets of the Pledgor 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 the Pledgor; andAdministrative 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:
(di) subject to Section 7 hereof, all Proceeds The Administrative Agent and the Lenders shall have recourse for the payment of the items described Obligations under this Agreement or the Loan and Security Agreement solely to the Collateral and shall have no recourse for the payment of the Obligations 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 clauses (a), (b) and (c) abovefull.
Appears in 1 contract
Sources: Pledge Agreement (Investcorp Credit Management BDC, Inc.)
Pledge. As security for the Obligations payment or performance, as the case may be, in full of its Secured Obligations, each Guarantor hereby assigns and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in the followingall of such Guarantor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares Equity Interests directly owned by it (which shall be listed on SCHEDULE I) and each certificate any other Equity Interests obtained in the future by the Guarantor and any certificates representing all such Equity Interests (the "PLEDGED STOCK"); PROVIDED that the Pledged Shares and any interest Stock shall not include (x) to the extent applicable law requires that a Subsidiary of the Pledgor in the entries on the books of Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares and (y) any financial intermediary pertaining to the Pledged Shares, and, Equity Interest that constitutes an unlimited liability interest; (b) subject to Section 7 hereof3.05, all payments of dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the Pledged Stock; (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof3.05, all Proceeds rights and privileges of the Guarantor with respect to the Pledged Stock and other property referred to in clause (b) above; and (d) all proceeds of any of the foregoing (the items described referred to in clauses (a) through (d) above being collectively referred to as the "COLLATERAL"). TO HAVE AND TO HOLD the Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; SUBJECT, HOWEVER, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the ------ case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgesassigns and pledges to the Administrative Agent, grants, its successors and assigns, hypothecatesfor the benefit of the Secured Parties, transfers and delivers hereby grants to the Collateral Administrative Agent, its successors and assigns, for its benefit and the benefit of the Secured Parties, a first priority security interest in the followingall of such Pledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares Equity Interests owned by it and each certificate representing the Pledged Shares listed on Schedule II hereto and any interest Equity Interests of the Pledgor Parent Borrower obtained in the entries on future by such Pledgor and the books of any financial intermediary pertaining to certificates representing all such interests (the "Pledged Shares, and, Interests"); (b) subject to Section 7 hereof6, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clause (a) above; (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof6, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), ) and (b) above; and (cd) aboveall Proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the "Pledged Collateral"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (Armkel LLC)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Trustee, its benefit successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in the followingand a continuing Lien on, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
all of Pledgor’s right, title and interest in, to and under (a) the Pledged Shares LLC Interests and each certificate the certificates representing the Pledged Shares LLC Interests, if any, any securities entitlements relating thereto and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
the Pledged LLC Interests, (b) all options, rights or other agreements relating to the Pledged LLC Interests or the Borrower, (c) all Additional Collateral acquired by management and other rights of Pledgor under the Pledgor; and
Limited Liability Company Operating Agreement, (d) subject to Section 7 hereofall rights of Pledgor under any shareholder or voting trust agreement or similar agreement, and (e) all Proceeds of any of the foregoing (the items described referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, (b) together with all right, title, interest, powers, privileges and (c) above.preferences pertaining or incidental thereto, unto the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Exhibit J
Appears in 1 contract
Sources: Credit Agreement (Dynegy Inc.)
Pledge. As security for In the event of an uncurable default, in order to secure the full and timely payment and performance of all of the Pledgor’s Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereofSecured Party under the Transaction Documents, the Pledgor hereby transfers, pledges, grants, assigns, hypothecatessets over, transfers delivers and delivers grants to the Collateral Agent, for its benefit Secured Party a continuing lien and the benefit of the Secured Parties, a first priority security interest in and to all of the followingfollowing property of Pledgor, whether both now owned or and existing or and hereafter created, acquired or and arising or wherever located (all being collectively hereinafter referred to as the "“Collateral"):”) and all right, title and interest of Pledgor in and to the Collateral, to-wit:
(a) the Pledged Shares and each certificate Securities;
(b) any certificates representing or evidencing the Pledged Shares Securities, if any;
(c) any and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesall distributions thereon, andand cash and non-cash proceeds and products thereof, subject to Section 7 hereof, including all dividends, cash, optionsdistributions, warrantsincome, rightsprofits, instruments and instruments, securities, stock dividends, distributions of capital stock or other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest securities of the Pledgor in or the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, Company and all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all upon conversion of such shares;
(c) all Additional Collateral acquired by the PledgorPledged Securities, whether in connection with stock splits, recapitalizations, merger, conversions, combinations, reclassifications, exchanges of securities or otherwise; and
(d) subject any and all voting, management, and other rights, powers and privileges accruing or incidental to Section 7 hereof, all Proceeds an owner of the items described Pledged Securities and the other property referred to in clauses (a), (bsubsections 2(a) and (cthrough 2(c) above.
Appears in 1 contract
Pledge. As security for To secure the Obligations payment and subject performance of the "Secured Obligations" (as defined in Section 3 below), Company hereby pledges and hypothecates to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers to the Collateral AgentTrustee, for its benefit and the benefit of Trustee and Holders, and grants to Trustee, for the Secured Partiesbenefit of Trustee and Holders, a first priority security interest in in, the following, whether now owned or existing or hereafter acquired or arising or wherever located following (the "Pledged Collateral"):
(a) the lesser of 65% of Company's right, title and interest as the owner of Stichting 1945/1947 LaLaguna (the "Foundation") in the foundation interests or units in the Foundation and 65% of the total combined voting power of all classes of foundation interests or units of the Foundation entitled to vote, which pledged Foundation interests of Company as of the date hereof are identified on Schedule I hereto (together, the "Pledged Shares Foundation Interests") and each certificate the certificates, if any, representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged SharesFoundation Interests, and, subject to Section 7 hereof2(b) below, all dividends, cash, options, warrants, rights, instruments and other property distributions at any time or proceeds from time to time receivedof cash and other property, receivable real, personal or otherwise distributed in respect of mixed, from the Foundation upon complete or in exchange for any partial liquidation thereof or all of the Pledged Sharesotherwise;
(b) 65% of all additional shares of stock foundation interests and other equity securities of the Companies from time to Foundation at any time acquired by the Pledgor Company in any manner manner, and the certificates, if any, representing such additional foundation interests and other equity securities (which shares and any such additional foundation interests and other equity securities shall be deemed to be constitute part of the Pledged Shares) Foundation Interests under this Agreement), and each certificate representing such additional shares and any all foundation interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional sharesdistributions, and, subject to Section 7 hereof, all dividendscash distributions, cash, options, warrants, rights, instruments and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;foundation interests; provided, however, any additional foundation interests, when combined with the foundation interests already pledged, neither exceeds 65% of the foundation interests of the Foundation outstanding nor 65% of the total combined voting power of all classes of foundation interests of the Foundation entitled to vote; and
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds proceeds of any of the items described in clauses (a), (b) and (c) aboveforegoing.
Appears in 1 contract
Pledge. (a) The following Liens on the Collateral are hereby granted:
(i) As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementFirst Priority Obligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the First Priority Secured Parties, a first priority security interest in the followingall of such Pledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) all the Pledged Shares shares of capital stock and each certificate representing other Equity Interests
(i) all debt securities (including, without limitation, those listed opposite the Pledged Shares and any interest name of the Pledgor on Schedule II hereto), (ii) all debt securities, in the entries on the books of any financial intermediary pertaining future issued to the Pledgor and (iii) all promissory notes and any other instruments evidencing such debt securities (the “Pledged Shares, and, Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Collateral.”)
(ii) As security for the payment or performance, as the case may be, in full of the Second Lien Obligations, each Pledgor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates, transfers and grants to the Collateral Agent and its successor and assigns, for the ratable benefit of the Second Lien Secured Parties, a security interest in, all of such Pledgor’s right, title and interest in, to and under the Collateral; provided that the Liens granted pursuant to this clause shall be subject and subordinate to the Liens granted to secure the First Lien Obligations pursuant to the immediately preceding clause and further subject to the provisions of the Intercreditor Agreement. The Liens granted hereunder to secure the First Lien Obligations and the Second Lien Obligations are collectively referred to herein as the “Security Interest”.
(b) Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. (i) As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this AgreementSecured Obligations, including without limitation Section 7 hereofthe Guarantees of the Guarantors, Holdings hereby assigns and pledges to the Pledgor hereby pledgesAdministrative Agent, grants, its successors and assigns, hypothecatesfor the benefit of the Secured Parties, transfers and delivers hereby grants to the Collateral Administrative Agent, its successors and assigns, for its benefit and the benefit of the Secured Parties, a first priority security interest in all of Holdings’ right, title and interest in, to and under all Equity Interests issued by the following, whether now owned or existing or hereafter acquired or arising or wherever located Parent Borrower listed on Schedule I hereto and any other Equity Interests issued by the Parent Borrower obtained in the future by Holdings and the certificates representing all such Equity Interests (the "Collateral"):
“Pledged Equity”); (aii) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof2.05, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the Pledged Equity; (c) all Additional Collateral acquired by the Pledgor; and
(diii) subject to Section 7 hereof2.05, all rights and privileges of Holdings with respect to the securities and other property referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any of the foregoing (the items described referred to in clauses (ai) through (iv) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers to unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in the followingall of such Pledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) 35% of all the shares of Capital Stock of all “first-tier” Non-U.S. Subsidiaries (including, without limitation, those listed on Schedule II hereto) and 35% of any shares of Capital Stock of any “first-tier” Non-U.S. Subsidiaries obtained or formed in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Shares and each certificate representing Stock shall not include, to the Pledged Shares and any interest extent that applicable law requires that a Subsidiary of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesissue directors’ qualifying shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
such qualifying shares; (b) all additional shares of stock of the Companies from time other property that may be delivered to time acquired and held by the Pledgor in any manner Euro Collateral Agent pursuant to the terms hereof; (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5, all payments of dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clause (ca) all Additional Collateral acquired by the Pledgorabove; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Euro Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Euro Collateral Agent and by such other instruments and documents as the Euro Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Euro Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor’s right, whether now title and interest in, to and under:
2.1 the shares of capital stock owned by the Pledgor and listed on Schedule I hereto, and any shares of capital stock or existing other equity interest of any Subsidiary obtained in the future by the Pledgor, and the stock certificates or hereafter acquired other securities representing all such shares or arising equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or wherever located such lesser percentage as is owned by Pledgor) (the "Collateral"):“Pledged Securities”);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereofSection 6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section Section 6, all Additional Collateral acquired by rights and privileges of the PledgorPledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
2.5 all proceeds of any of the foregoing (d) subject the items referred to in clauses 2.1 through 2.5 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 7 hereof3 of this Agreement, all Proceeds of the items described in clauses (a)) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and (c) abovesuch other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Sources: Securities Collateral Pledge Agreement (Gamestop Corp)
Pledge. As security for In order to secure the full and timely payment and performance of all of the Pledgor’s Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereofSecured Party under the Transaction Documents, the Pledgor hereby transfers, pledges, grants, assigns, hypothecatessets over, transfers delivers and delivers grants to the Collateral Agent, for its benefit Secured Party a continuing lien and the benefit of the Secured Parties, a first priority security interest in and to all of the followingfollowing property of Pledgor, whether both now owned or and existing or and hereafter created, acquired or and arising or wherever located (all being collectively hereinafter referred to as the "“Collateral"):”) and all right, title and interest of Pledgor in and to the Collateral, to-wit:
(a) the Pledged Shares and each certificate Securities owned by Pledgor;
(b) any certificates representing or evidencing the Pledged Shares Securities, if any;
(c) any and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesall distributions thereon, andand cash and non-cash proceeds and products thereof, subject to Section 7 hereof, including all dividends, cash, optionsdistributions, warrantsincome, rightsprofits, instruments and instruments, securities, stock dividends, distributions of capital stock or other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all securities of the Pledged Shares;
(b) Company and all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all upon conversion of such sharesthe Pledged Securities, whether in connection with stock splits, recapitalizations, merger, conversions, combinations, reclassifications, exchanges of securities or otherwise;
(cd) any and all Additional Collateral acquired by voting, management, and other rights, powers and privileges accruing or incidental to an owner of the PledgorPledged Securities and the other property referred to in subsections 2(a) through 2(c) above; and
(de) subject the Pledgor shall not amend or modify the Irrevocable Instruction Letter from the Pledgor to Section 7 hereof, all Proceeds the Company regarding any proceeds from the Class B membership interest of the items described in clauses (a), (b) and (c) aboveCompany without the prior written consent of the Secured Party.
Appears in 1 contract
Sources: Pledge and Escrow Agreement (Inventergy Global, Inc.)
Pledge. As security for the payment and performance in full of all of the Secured Obligations and subject to and (as defined in accordance with the provisions of this Security Agreement, including without limitation Section 7 hereof), the Pledgor hereby pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over, delivers and delivers grants to the Collateral Agent, for its benefit and the benefit of the Secured Parties, Security Trustee a first priority security interest Lien in the followingall right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
(a) the Pledged Shares title and each certificate representing the Pledged Shares and any interest of the Pledgor which presently exist or hereafter arise in, to and under the following:
(i) the limited liability company interest in the entries on Company held by the books Pledgor and the rights of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, Pledgor as the sole member of the Company (the “Membership Interest”),
(ii) all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividendsinterest, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any of or all the Membership Interest and all other options or rights of such shares;any nature whatsoever which may be issued or granted by the Company to the Pledgor in respect of the Membership Interest and the books and records of the Company evidencing record ownership and registration of the interests pledged hereunder,
(ciii) all Additional Collateral acquired by certificates or other instruments or documents representing any of the Pledgor; foregoing, including the Certificate,
(iv) all rights and privileges of the Pledgor with respect to the Membership Interest and the other property referred to in clauses (i) through (iii) above, and
(dv) subject to Section 7 hereof, all Proceeds proceeds of any of the foregoing and any property of any character whatsoever into which any of the foregoing may be converted (all items described referred to in clauses (i) through (v) being hereinafter collectively referred to as the “Pledged Collateral”).
(a)) For the avoidance of doubt, Excluded Payments (bas defined in the Security Agreement) and any supplemental rent, maintenance reserves and security deposits payable to the Company under the relevant Lease (creceived as distributions or otherwise) aboveshall not be Pledged Collateral.
Appears in 1 contract
Sources: Borrower Parent Transfer Agreement (Aerocentury Corp)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor hereby pledgesbargains, grantssells, conveys, assigns, hypothecatessets over, mortgages, pledges, hypothecates and transfers and delivers to the Collateral Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in in, all of the followingPledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Capital Stock issued by the Initial Borrower to the Pledgor listed on Schedule I and the Capital Stock hereafter issued by the Initial Borrower or any Replacement Borrower to the Pledgor (collectively, the "Pledged Shares Stock") and each certificate the certificates representing the Pledged Shares Stock, (b) all other property which may be delivered to and any interest of held by the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Sharesterms hereof, and, (c) subject to Section 7 hereof2.04, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgor; and
and (b) above, (d) subject to Section 7 hereof2.04, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above, and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively called the "Collateral"). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and its assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment and performance in full of any and all Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereofat any time outstanding, the Pledgor hereby pledgestransfers, assigns, grants, assignssells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Administrative Agent, and grants to the Collateral Administrative Agent, for its benefit and the benefit of the Secured PartiesLenders, a continuing first priority security interest in all its right, title and interest in, to and under the following, whether now owned or existing hereafter acquired:
(i) all of the shares of capital stock listed on Schedule 1 (as amended pursuant hereto) and any additional shares of capital stock of any of the corporations (or hereafter acquired or arising or wherever located successors thereto) listed on Schedule 1 obtained in the future by the Pledgor and all certificates representing such shares (the "CollateralPledged Stock"):);
(aii) all other property which may be delivered to and held by the Administrative Agent or required to be so delivered or held pursuant to the terms hereof of any character whatsoever into which any of the foregoing may be converted or which may be substituted for any of the foregoing; and
(iii) subject to the provisions of Section 5, all Proceeds of the Pledged Shares Stock and each certificate representing the Pledged Shares and of such other property of any interest character whatsoever into which any of the Pledgor in foregoing may be converted or which may be substituted for any of the entries on the books of any financial intermediary pertaining to the Pledged Sharesforegoing, and, subject to Section 7 hereof, including all dividends, cash, options, warrants, rights, instruments and securities or other property or proceeds 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 Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
stock or other property (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds of the items described referred to in clauses (ai) through (iii) being collectively called the "Collateral"), (b) TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (Kuhlman Corp)
Pledge. As security for the Obligations payment and subject to and performance, as the ------- case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, hypothecates and pledges, unto the Collateral Agent, its successors and assigns, hypothecates, transfers and delivers hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in in, all of the followingPledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of the Borrower or any Subsidiary of Holdings obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Shares and each certificate representing ------- Stock"); provided that the Pledged Shares Stock shall not include (i) more than 65% of ----- the issued and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional outstanding shares of stock of any Foreign Subsidiary or (ii) to the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)
(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the entries on future held by or issued to the books of Pledgor and (iii) the promissory notes and any financial intermediary pertaining other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other ----------------------- property that may be delivered to such additional shares, and, and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock ----------- certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly ------------------ executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered.
Appears in 1 contract
Sources: Pledge Agreement (Laralev Inc)
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers to unto the Euro Collateral Agent, its successors and assigns, andhereby grants to the Euro Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in the followingall of such Pledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) 35% of all the shares of Capital Stock of all “first-tier” Non-U.S. Subsidiaries (including, without limitation, those listed on Schedule II hereto) and 35% of any shares of Capital Stock of any “first-tier” Non-U.S. Subsidiaries obtained or formed in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Shares and each certificate representing Stock shall not include, to the Pledged Shares and any interest extent that applicable law requires that a Subsidiary of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesissue directors’ qualifying shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
such qualifying shares; (b) all additional shares of stock of the Companies from time other property that may be delivered to time acquired and held by the Pledgor in any manner Euro Collateral Agent pursuant to the terms hereof; (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5, all payments of dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clause (ca) all Additional Collateral acquired by the Pledgorabove; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Euro Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Euro Collateral Agent and by such other instruments and documents as the Euro Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Euro Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.
Appears in 1 contract
Pledge. As security for the Obligations payment or performance (as the case may be) in full of the Collateral Obligations, each Grantor hereby assigns and subject pledges to the Collateral Agent, its successors and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecatesfor the ratable benefit of the Secured Parties, transfers and delivers hereby grants to the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in the followingin, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
all of such Grantor's right, title and interest in, to and under (a) the Pledged Shares shares of capital stock and each certificate other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the "PLEDGED STOCK"); provided that the Pledged Shares Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b)
(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any interest other instruments evidencing such debt securities (the "PLEDGED DEBT SECURITIES"); (c) all other property that may be delivered to and held by or on behalf of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent, pursuant to the Pledged Shares, and, terms of this Collateral Agreement; (d) subject to Section 7 hereof2.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof2.06, all Proceeds rights and privileges of such Grantor with respect to the items described securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "PLEDGED COLLATERAL"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (International Wire Rome Operations, Inc.)
Pledge. As security for the Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the The Pledgor hereby pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over and delivers to unto the Collateral Agent, Pledgee for its benefit and the benefit of the Secured PartiesLenders, and grants to the Pledgee for the benefit of the Lenders a first priority security interest in in, all of the followingPledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located title and interest in, to and under the following (collectively, the "Pledged Collateral"):
): (a) the Pledged Shares and each certificate representing the Pledged Shares and any interest all of the Pledgor capital stock, shares (as defined in Md. Corps & Ass'ns Code ▇▇▇. (S)8-101(c)), beneficial interest in real estate investment trusts or other trusts, equity interests and other securities (collectively, "Securities") of each Issuer as set forth in Schedule 1 attached hereto (collectively, the entries on the books of any financial intermediary pertaining to the "Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds "); (b) such additional Securities of such Issuers as may from time to time received, receivable be issued to the Pledgor or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(c) all Additional Collateral acquired by the Pledgor; and
(c) any additional Securities of any Issuer as may hereafter at any time be delivered to the Pledgee by or on behalf of the Pledgor; (d) subject any cash or additional Securities or other property at any time and from time to Section 7 hereoftime receivable or otherwise distributable in respect of, all Proceeds in exchange for, or in substitution of, any of the items described property referred to in clauses (a), (b) ), and (c) above; and (e) any and all of the proceeds of any of the foregoing, together with and all other rights, titles, interests, powers, privileges and preferences pertaining to said property.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of the Obligations and and, subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof5.06, the Pledgor Senior Note Obligations, each Grantor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in the followingin, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
all of such Grantor's right, title and interest in, to and under (a) the Pledged Shares shares of capital stock and each certificate representing the Pledged Shares other Equity Interests of any Material Subsidiary or Receivables Subsidiary directly owned by it and listed on Schedule II and any interest of the Pledgor other Equity Interests in a Material Subsidiary or Receivables Subsidiary obtained in the entries on future by such Grantor and the books of any financial intermediary pertaining to certificates, if any, representing all such Equity Interests (the "Pledged Shares, andStock"); provided that, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all 5.15 of the Credit Agreement, the Pledged Shares;
Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Holding Company or any Foreign Subsidiary; (b) all additional shares of stock of the Companies from time other property that may be delivered to time acquired and held by the Pledgor in any manner Collateral Agent pursuant to the terms of this Agreement; (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof3.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof3.06, all Proceeds rights and privileges of such Grantor with respect to the items described securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Pledged Collateral"); subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Fisher Scientific International Inc)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor Grantor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties,
(i) the debt securities listed opposite the name of the Grantor on Schedule I, a first priority security interest (ii) any debt securities in the followingfuture issued to the Grantor by Holdings, whether now owned the Borrower or existing or hereafter acquired or arising or wherever located any Subsidiary and (iii) the certificates, promissory notes and any other instruments evidencing such debt securities (the "Collateral"):
“Pledged Debt Securities”); (ac) all other property that may be delivered to and held by the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms of this Section 2.01; (d) subject to Section 7 hereof2.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof2.06, all Proceeds rights and privileges of the items described Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Shared Collateral Agreement (Hawaiian Telcom Communications, Inc.)
Pledge. As security for the payment and performance, as the case may be, in full of the Obligations and subject to and in accordance with the provisions of this Agreement(as defined below), including without limitation Section 7 hereof, the Pledgor UTEL hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto BBC, its successors and assigns, hypothecatesand hereby grants to BBC, transfers its successors and delivers to the Collateral Agent, for its benefit and the benefit of the Secured Partiesassigns, a first priority security interest in all of UTEL’s right, title and interest in, to and under (a), the followingshares of capital stock or other equity interests of ZZZ owned by UTEL and any shares of ZZZ obtained in the future by UTEL and the certificates representing all such shares, whether now membership interests or other equity interests (collectively, the "Pledged Stock"); (b)
(i) all debt securities issued by ZZZ owned or existing or hereafter acquired or arising or wherever located by UTEL, (ii) any debt securities in the future issued to UTEL by ZZZ and (iii) the promissory notes and any other instruments evidencing such debt securities (the "CollateralPledged Debt Securities"):
); (ac) the Pledged Shares all other property that may be delivered to and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining held by BBC pursuant to the Pledged Shares, and, subject terms hereof; (d) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments instruments and other property from time to time received, receivable receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof5, all Proceeds rights and privileges of UTEL with respect to the items described securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to BBC, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to BBC and by such other instruments and documents as BBC may reasonably request in order to give effect to the pledge granted hereby and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by UTEL and such other instruments or documents as BBC may reasonably request in order to give effect to the pledge granted hereby. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. “Obligations” shall mean all monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of UTEL to ZZZ under the Contribution Agreement. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto BBC, its successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured PartiesAgent and the Lenders, a first priority security interest in all of the followingPledgor's right, whether now title and interest in, to and under.
2.1 the shares of capital stock and other ownership interests owned by the Pledgor and listed on Schedule I hereto, and any shares of capital stock or existing other equity interest of any issuer listed on Schedule I hereto obtained in the future by the Pledgor, and the stock certificates or hereafter acquired other securities representing all such shares or arising equity interests; provided that with respect to each Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of voting stock of such Foreign Subsidiary (or wherever located such lesser percentage as is owned by Pledgor) (the "CollateralPLEDGED SECURITIES"):);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereof6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section 6, all Additional Collateral acquired by rights and privileges of the PledgorPledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
(d) subject to Section 7 hereof, 2.5 all Proceeds proceeds of any of the foregoing (the items described referred to in clauses (a2.1 through 2.5 being collectively referred to as the "PLEDGED COLLATERAL"). TO HAVE AND TO HOLD the Pledged Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Agent, its successors and assigns, for the benefit of the Agent and the Lenders, until the Obligations have been indefeasibly paid and performed in full in cash, the Lenders have no further commitment to lend, the outstanding Letters of Credit have been reduced to zero or fully cash collateralized in a manner satisfactory to the Letter of Credit Issuers and the Agent, and the Letter of Credit Issuers have no further obligation to issue Letters of Credit under the Loan Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares and each certificate representing shares of capital stock or other
(i) the Pledged Shares and any interest debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the entries on the books of any financial intermediary pertaining future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Shares, and, Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (Hechinger Co)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral Administrative Agent, for its the benefit of the Secured Parties, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in the followingall of such Pledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Equity Interests owned by it on the date hereof (which shall be listed on Schedule I) and any other Equity
(i) the debt obligations owed to each Pledgor on the date hereof, including obligations listed opposite the name of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Shares and each certificate representing Debt Securities”); provided that the Pledged Shares Debt Securities shall not include any debt securities with respect to which the Collateral and any interest Guarantee Requirement or the other paragraphs of Section 5.10 of the Pledgor in Credit Agreement need not to be satisfied by reason of Section 5.10(g) of the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, Credit Agreement; (c) subject to Section 7 3.05 hereof, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 3.05 hereof, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”) TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementSecured Obligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor’s right, whether now title and interest in, to and under:
2.1 the shares of capital stock and other ownership interests owned by each Pledgor and listed on Schedule I hereto, and any shares of capital stock or existing other equity interest of any Subsidiary obtained in the future by the Pledgor, and the stock certificates or hereafter acquired other securities representing all such shares or arising equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or wherever located such lesser percentage as is owned by Pledgor) (the "Collateral"):“Pledged Securities”);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereof6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section 6, all Additional Collateral acquired by rights and privileges of the PledgorPledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
(d) subject to Section 7 hereof, 2.5 all Proceeds proceeds of any of the foregoing (the items described referred to in clauses 2.1 through 2.5 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the Secured Obligations have been paid in full in cash, the Lenders have no further commitment to lend; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent (or to the Revolving Agent, as agent for the Collateral Agent under the Intercreditor Agreement) pursuant to SECTION 3 of this Agreement, (a)) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and (c) abovesuch other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Sources: Pledge Agreement (GameStop Corp.)
Pledge. As security for the Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the The Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers (subject to the Collateral Section 26 hereof) to Agent, for its benefit and the benefit of the Secured Partieshereby grants to Agent, a first priority lien on, a security interest in and control (as defined in the following, whether now owned or existing or hereafter acquired or arising or wherever located Code (the "Collateral"):as defined in Section 10 hereof)) of:
(a) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor all investment property (as defined in the entries on the books of any financial intermediary pertaining Code) now owned or hereafter acquired by Pledgor including but not limited to the pledged stock described on Schedule I hereto (the "Initial Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(bStock") all additional shares of stock of the Companies from time to time acquired issued by the Pledgor in any manner Persons described on Schedule I (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shareseach, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds of the items described in clauses (aan "Issuer"), (b) all shares of stock, common or preferred, certificate or uncertificated securities (as defined in the Code), options, interests, participations, and other equivalents, warrants, convertible debentures and all agreements, instruments and documents convertible, in whole or part, into any one or more of the foregoing (the property described in the foregoing clauses (a) and (b) is referred to herein as the "Stock") of each Issuer or any other judicial person (each, an "Additional Issuer") which Pledgor shall, from time to time, become entitled to receive or shall receive as set forth in Section 3 hereof (together with any Stock options or rights received pursuant to Section 3 hereof, the "Additional Pledged Stock"; the Additional Pledged Stock and the Initial Pledged Stock being sometimes hereinafter referred to as the "Pledged Stock"), (c) aboveall other Collateral (as defined in Section 4 hereto as may be pledged to Agent, at any time and from time to time hereunder, and (d) all Proceeds (as defined in the Intercreditor Agreement) thereof, together with appropriate undated stock powers duly executed in blank, as collateral security for the Obligations.
Appears in 1 contract
Pledge. As security for 1.1. To secure the Obligations due and subject to punctual payment and in accordance with performance of the provisions of this Agreement, including without limitation Section 7 hereofLiabilities (hereinafter defined), the Pledgor hereby pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over and delivers unto the Pledgee, and hereby grants to the Collateral Agent, for its benefit and the benefit of the Secured Parties, Pledgee a first priority security interest in the following, whether now owned or existing or hereafter acquired or arising or wherever located :
1.1.1. the shares of stock listed in Exhibit A attached hereto and incorporated herein by this reference (herein collectively called the "CollateralPledged Securities"):
(a) and the certificates representing or evidencing the Pledged Shares Securities, and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesall cash, andsecurities, subject to Section 7 hereofinterest, all dividends, cash, options, warrants, rights, instruments rights and other property or proceeds 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 SharesSecurities;
(b) all additional 1.1.2. the Pledged Securities are restricted shares of stock and subject to Rule 144, including, but not limited to, holding period, reporting requirements of the Companies from time Securities Exchange Act of 1934, trading volume restrictions, brokerage requirements and notice filings.
1.1.3. all other property hereafter delivered to time acquired by the Pledgor Pledgee in substitution for or in addition to any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereofforegoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, options, warrants, rights, instruments 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 such shares;
(c) all Additional Collateral acquired by the Pledgor; thereof, and
(d) subject to Section 7 hereof, 1.1.4. all Proceeds proceeds of all of the items described in clauses foregoing (aall such Pledged Securities, additional shares, certificates, instruments, cash, securities, interest, dividends, rights and other property being herein collectively called the "Collateral"); TO HAVE AND TO HOLD the Collateral, (b) together with all rights, titles, interests, privileges and (c) abovepreferences appertaining or incidental thereto, unto the Pledgee, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereafter set forth.
Appears in 1 contract
Sources: Stock Pledge Agreement (Voyager Entertainment International Inc)
Pledge. As security for To secure the Obligations prompt and subject to complete payment and in accordance with performance of the provisions respective Liabilities of this Agreementeach such Pledgor, including without limitation Section 7 hereof, the such Pledgor hereby grants, pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over and delivers to unto the Collateral Administrative Agent, for its benefit and the benefit of the Secured PartiesBanks, a first priority security interest in Lien on the following, whether now owned or existing or hereafter acquired or arising or wherever located following (herein collectively called the "Collateral"):
(a) the Pledged Shares and each certificate representing the Pledged Shares and any interest shares of capital stock of the Pledgor Issuer described in Schedule 1 hereto, whether in certificated form or otherwise, including the entries on certificates representing or evidencing such shares of capital stock (herein called the books of any financial intermediary pertaining to the "Pledged Shares"), and, subject to Section 7 hereof, together with all dividends, cash, optionssecurities, warrantsinterests, dividends, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rightsnotes, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares;
(b) all additional shares of capital stock of the Issuer from time to time acquired by the Pledgor and purchased with proceeds of the Loans including, without limitation, any uncertificated Securities (which additional shares of capital stock shall constitute a part of, and be, "Pledged Shares"), and, in the case of certificated capital stock of the Issuer, the certificates representing or evidencing such additional shares, together with all cash, securities, interest, dividends, rights, notes, instruments 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 such additional shares;
(c) all Additional Collateral acquired by other property hereafter delivered to the PledgorAdministrative Agent in substitution for or in addition to any of the foregoing, and all certificates and instruments representing or evidencing such other property, together with 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
(d) all proceeds, rents, issues, profits and returns of and from all of the foregoing; TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Banks, forever; subject, however, to the terms, covenants and conditions hereafter set forth. Each Pledgor agrees to deliver to the Administrative Agent, promptly upon receipt and in the case of the Pledged Shares in due form for transfer (i.e., endorsed in blank accompanied by undated stock or bond powers executed in blank or registered on the books of the Issuer) and, subject to the provisions of Section 7 6 hereof, all Proceeds any Collateral which may at any time or from time to time be in or come into possession or control of any Pledgor; and prior to the delivery thereof to the Administrative Agent, such Collateral shall be held by such Pledgor separate and apart from its other property and in express trust for the Administrative Agent, for the benefit of the items described in clauses (a), (b) and (c) aboveBanks.
Appears in 1 contract
Pledge. As security for the payment and performance of the Secured Obligations and subject to and in accordance with the provisions of this Pledge and Security Agreement, including without limitation Section 7 hereof, the Pledgor each Equityholder hereby pledges, grants, assigns, hypothecates, transfers and delivers (subject to Section 3.1) to the Collateral AgentTrustee, its successors and assigns, for its benefit the security and the benefit of the Secured PartiesNoteholders, a continuing first priority security interest in all of such Equityholder’s right, title and interest in, to and under the followingfollowing property, whether now owned or existing or hereafter acquired or arising or wherever located (the "“Issuer Pledged Collateral"”):
(a) the Pledged Shares and each certificate representing the Pledged Shares and any interest all of the Pledgor such Equityholder’s Capital Securities in the entries on Issuer, whether now owned or acquired in the books of any financial intermediary pertaining to future, and all certificates, agreements or other instruments, if any, representing such Capital Securities (the “Issuer Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesEquity”);
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof6.4, the right to receive all dividends, cash, options, warrants, rights, instruments monies and other property from time to time received, receivable or otherwise distributed representing a distribution in respect of or in exchange for any or all the Issuer Pledged Equity of such shares;Equityholder (except for proceeds of the Notes to the extent not applicable to any Redemption of the Notes), whether by way of dividend, redemption, liquidation payments, repurchase or otherwise; and
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof6.4, all Proceeds proceeds of and to the Issuer Pledged Equity of such Equityholder and any of the items described foregoing, including all shares, securities, rights, monies or other property accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option or otherwise in clauses respect of the Issuer Pledged Equity of such Equityholder; provided, however, that all of the proceeds received or unbilled but to be received by such Equityholder in respect of any sale, transfer or other disposition of such Issuer Pledged Equity shall be excluded (a), (bx) to the extent such Issuer Pledged Equity remains or concurrently therewith becomes subject to this Pledge and Security Agreement and (cy) abovesuch sale, transfer or other disposition is permitted pursuant to Sections 6.1 and 17.1; TO HAVE AND TO HOLD the Issuer Pledged Collateral of such Equityholder, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Trustee, its successors and assigns, forever, subject to the terms and conditions set forth herein.
Appears in 1 contract
Sources: Pledge and Security Agreement (Indevus Pharmaceuticals Inc)
Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor each Grantor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in all of such Grantor’s right, title and interest in, to and under (i) all Capital Stock held by it, including those listed on Schedule I and any other Capital Stock obtained in the followingfuture by such Grantor and the certificates, whether now owned or existing or hereafter acquired or arising or wherever located if any, representing all such Capital Stock (the "Collateral"):
“Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; (aii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the intercompany notes and other promissory notes and any other instruments evidencing such debt securities (the “Pledged Shares and each certificate representing Debt”); provided that the Pledged Shares Debt shall not include any Excluded Assets; (iii) all other property that may be delivered to and any interest of held by the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms of this Section 2.01 and Section 2.02; (iv) subject to Section 7 hereof2.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (c) all Additional Collateral acquired by the Pledgor; and
(dv) subject to Section 7 hereof2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items described referred to in clauses (ai) through (vi) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the termination of this Agreement, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Security Agreement (Global Cash Access Holdings, Inc.)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofSecured Obligations, the Pledgor Grantor hereby pledgesassigns and pledges to the Administrative Agent, grants, its successors and assigns, hypothecatesfor the benefit of the Secured Parties, transfers and delivers hereby grants to the Collateral Administrative Agent, its successors and assigns, for its benefit and the benefit of the Secured Parties, a first priority security interest in all of the followingGrantor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):title and interest in, to and under
(ai) all Equity Interests of Opco held by it, including without limitation the Pledged Shares and each certificate representing the Pledged Shares Equity Interests that are listed on Schedule I hereto, and any interest other Equity Interests of the Pledgor Opco obtained in the entries on future by the books Grantor and the certificates representing all such Equity Interests of any financial intermediary pertaining Opco (collectively, the “Pledged Equity”);
(ii) all other property that may be delivered to and held by the Administrative Agent pursuant to the Pledged Shares, and, terms of this Section 2.01;
(iii) subject to Section 7 hereof2.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such sharesother Proceeds received in respect of, the securities referred to in clause (i) above;
(civ) subject to Section 2.06, all Additional Collateral acquired by rights and privileges of the PledgorGrantor with respect to the securities and other property referred to in clauses (i), (ii) and (iii) above; and
(dv) subject to Section 7 hereof, all Proceeds of any of the foregoing (the items described referred to in clauses (ai) through (v) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (Quintiles Transnational Holdings Inc.)
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions Obligations, each Pledgor hereby, except in the case of this AgreementULC Shares, including without limitation Section 7 hereof, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers to delivers, and in the case of ULC Shares pledges, unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for its benefit and the benefit of the Secured PartiesCreditors, a first priority security interest in the followingall of such Pledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) 35% of all the shares of Capital Stock of all “first-tier” (x) Non-U.S. Subsidiaries that are CFCs and (y) Disregarded Subsidiaries, in each case, listed on Schedule II hereto and 35% of any shares of Capital Stock of any “first tier” (x) Non-U.S. Subsidiaries that are CFCs and (y) Disregarded Subsidiaries obtained or formed in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Shares and each certificate representing Stock shall not include, to the Pledged Shares and any interest extent that applicable law requires that a Subsidiary of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesissue directors’ qualifying shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
such qualifying shares; (b) all additional shares of stock of the Companies from time other property that may be delivered to time acquired and held by the Pledgor in any manner Euro Collateral Agent pursuant to the terms hereof; (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5, all payments of dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clause (ca) all Additional Collateral acquired by the Pledgorabove; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Collateral”); provided that in no event shall the Collateral include any Excluded Collateral (as defined in the U.S. Security Agreement) (other than for the avoidance of doubt any Capital Stock excluded pursuant to clause (ii) of the definition of Excluded Equity (as defined in the U.S. Security Agreement)). Upon delivery to the Euro Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Euro Collateral Agent and by such other instruments and documents as the Euro Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Euro Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that if (i) any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby. Each Pledgor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Collateral Agent and the Pledgors that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other Loan Document, where any Pledgor is the registered owner of ULC Shares which are Collateral, such Pledgor will remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Pledged Securities, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other Loan Document shall, constitute the Collateral Agent, any other Secured Party, or any other Person other than the relevant Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Pledgor and further steps are taken pursuant hereto or thereto so as to register the Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement following the giving of notice and in the course of realizing upon such security, no Pledgor shall cause or permit, or enable an Issuer with respect to any Pledged Securities (a “Pledged Issuer”), that is a ULC, to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Pledged Issuer; (b) have any notation entered in their favour in the share register or otherwise on the record books of such Pledged Issuer; (c) abovebe held out as a shareholder or member of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Collateral Agent holding the security interest in the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares. In furtherance of the foregoing, no Pledgor shall cause or permit, or enable a Pledged Issuer to authorize by corporate resolution or consent, as applicable, the transfer(s) of any such Pledged Shares to the Collateral Agent or any Secured Party without the Collateral Agent’s express request to do so. The provisions in this paragraph are referred to herein as the “Special ULC Provisions”.
Appears in 1 contract
Pledge. As security for the Obligations and subject to and payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in accordance with the provisions full of this Agreementits Obligations, including without limitation Section 7 hereof, the each Pledgor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and permitted assigns, for the benefit of the Secured Parties, a first priority security interest in the followingall of such Pledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) (i) the Pledged Shares debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3.0 million, and each certificate representing (iii) the Pledged Shares certificates, promissory notes and any interest of other instruments, if any, evidencing such debt securities (the Pledgor in the entries on the books of any financial intermediary pertaining to the “Pledged Shares, and, Debt Securities”); (b) subject to Section 7 3.05 hereof, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the property referred to in clause (a) above; (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 3.05 hereof, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), ) and (b) above; and (cd) aboveall proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment or performance, as the case may be, in full of all Secured Obligations, each Grantor hereby assigns and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and assigns, for its benefit and the benefit of the Secured PartiesParties and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties a first priority security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, whether now owned or existing or hereafter acquired or arising or wherever located title and interest in, to and under (the "Collateral"):
(aa)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Shares and each certificate representing Equity Interests”); provided that the Pledged Shares Equity Interests shall not include any Excluded Assets; (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any interest of other instruments evidencing all such debt securities (collectively, the Pledgor in the entries on the books of any financial intermediary pertaining to “Pledged Debt Securities”; provided that the Pledged Shares, and, Debt Securities shall not include any Excluded Assets); (c) subject to Section 7 hereof2.05, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities and other property referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof2.05, all Proceeds rights and privileges of such Grantor with respect to the items described securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of such Pledgor's right, title and interest in, to and under:
2.1 the followingshares of capital stock and other ownership interests owned by such Pledgor and listed on Schedule I hereto, whether now owned and any shares of capital stock or existing other equity interest of any Subsidiary obtained in the future by such Pledgor, and the stock certificates or hereafter acquired other securities representing all such shares or arising or wherever located equity interests (the "CollateralPledged Securities"):);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereof6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section 6, all Additional Collateral acquired by rights and privileges of each Pledgor with respect to the PledgorPledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
2.5 all proceeds of any of the foregoing (d) subject the items referred to in clauses 2.1 through 2.5 being collectively referred to as the "Pledged Collateral"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 7 hereof3 of this Agreement, all Proceeds of the items described in clauses (a)) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and (c) abovesuch other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofLiabilities, the Pledgor Borrower hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges sets over and delivers unto the Lender, its successors and assigns, and hereby grants to the Collateral AgentLender, for its benefit successors and the benefit of the Secured Partiesassigns, a first priority security interest in all of the followingBorrower’s right, whether now title and interest in, to and under:
2.1 all shares of capital stock, limited liability company membership interests and other equity interests owned by such Borrower in each entity designated as an “Issuer” on Schedule I hereto, and any shares of capital stock, limited liability company membership interests or existing other equity interests obtained in the future by the Borrower, and the stock certificates or hereafter acquired other security certificates (as defined in the UCC) representing all such shares, membership interests or arising or wherever located other equity interests (the "Collateral"):“Pledged Securities”);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Lender pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereof6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities and other Investment Property referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section 6, all Additional Collateral acquired by rights and privileges of the PledgorBorrower with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
2.5 all proceeds of any of the foregoing (d) subject the items referred to in clauses 2.1 through 2.4 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Lender, its successors and assigns, until all of the Liabilities have been indefeasibly paid in full in cash; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Lender pursuant to Section 7 hereof3 of this Agreement, all Proceeds of the items described in clauses (a)) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Lender and by such other instruments and documents as the Lender may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Borrower and (c) abovesuch other instruments or documents as the Lender may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Sources: Pledge Agreement (Bluefly Inc)
Pledge. As security for the Obligations payment or performance, as the case may be, in full of the Obligations, Parent hereby assigns and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and assigns, for its benefit and the benefit of the Secured PartiesCreditors, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, a first priority security interest in the followingall of Pledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located title and interest in, to and under (the "Collateral"):
(aa)(i) the Pledged Shares CAC Loans and (ii) each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
every CAC Note Document; (b) all additional shares Equity Interests of stock of US Holdco directly owned by it and any certificates representing all such Equity Interests (the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of "PLEDGED STOCK"); PROVIDED that the Pledged Shares) and each certificate representing such additional shares and any interest of Stock shall not include to the Pledgor in the entries on the books of any financial intermediary pertaining to such additional extent applicable law requires that US Holdco issue directors' qualifying shares, and, such shares or nominee or other similar shares; (c) subject to Section 7 hereof3.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the securities, instruments and agreements referred to in clause (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof3.06, all Proceeds rights and privileges of Parent with respect to the items described securities, instruments and agreements referred to in clauses (a), ) and (b) above; and (ce) aboveall proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the "COLLATERAL"). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, forever; SUBJECT, HOWEVER, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Parent Guarantee and Pledge Agreement (Celanese CORP)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor Grantor hereby pledgesassigns and pledges to the Security Agent, grants, its successors and assigns, hypothecatesfor the ratable benefit of the Secured Parties, transfers and delivers hereby grants to the Collateral Security Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in in, all of the followingGrantor’s right, whether now owned or existing or hereafter acquired or arising or wherever located title and interest in, to and under (the "Collateral"):
(aa)(i) the Pledged Shares and each certificate representing Equity Interests owned by the Pledged Shares and any interest of the Pledgor Grantor in the entries Mergeco on the books of any financial intermediary pertaining to date hereof (such Equity Interests listed on Schedule I), and (ii) the Pledged Sharescertificate(s) representing all such Equity Interests, and, (b) subject to Section 7 hereof2.06, all payments of dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the Equity Interests referred to in clause (a) above, (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof2.06, all Proceeds rights and privileges of the items described Grantor with respect to the Equity Interests and other property referred to in clauses (a), ) and (b) above, and (cd) aboveall Proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As collateral security for the Obligations payment and subject to performance in full of the obligations contained in the Purchase Agreement and in accordance with Debenture (the provisions of this Agreement"Obligations"), including without limitation Section 7 hereof, the Pledgor hereby pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over and delivers unto Lender, and hereby grants to the Collateral Agent, for its benefit and the benefit of the Secured Parties, Lender a first priority security interest in the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
(ai) the Pledged Shares securities set forth in Exhibit A here to, together with the proceeds thereof and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and additional securities or other property or proceeds at any time and from time to time received, receivable or otherwise distributed distributable in respect of of, in exchange for, or in exchange substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or all of hereafter pledged hereunder are hereinafter collectively referred to as the "Pledged Securities"), TO HAVE AND TO HOLD the Pledged Shares;
(b) Securities, together with all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) rights, titles, interests, powers, privileges and each certificate representing such additional shares preferences pertaining or incidental thereto, unto Lender, its successors and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, andassigns, subject to Section 7 hereofthe terms, all dividendscovenants and conditions hereinafter set forth. Upon delivery to Lender, cash, options, warrants, rights, the Pledged Securities shall be accompanied by such other instruments and other property from time to time received, receivable or otherwise distributed in respect of documents as Lender or in exchange for any or all of such shares;
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds of the items described in clauses (a), (b) and (c) aboveits counsel may reasonably request.
Appears in 1 contract
Sources: Pledge and Security Agreement (American International Petroleum Corp /Nv/)
Pledge. As security for To secure the Obligations prompt and subject to complete payment and in accordance with performance of the provisions respective Liabilities of this Agreementeach such Pledgor, including without limitation Section 7 hereof, the such Pledgor hereby grants, pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over and delivers to unto the Collateral Administrative Agent, for its benefit and the benefit of the Secured PartiesBanks, a first priority security interest in Lien on the following, whether now owned or existing or hereafter acquired or arising or wherever located following (herein collectively called the "Collateral"):
(a) the Pledged Shares and each certificate representing the Pledged Shares and any interest shares of capital stock of the Pledgor Issuer described in Schedule 1 hereto, whether in certificated form or otherwise, including the entries on certificates representing or evidencing such shares of capital stock (herein called the books of any financial intermediary pertaining to the "Pledged Shares"), and, subject to Section 7 hereof, together with all dividends, cash, optionssecurities, warrantsinterests, dividends, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rightsnotes, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares;
(b) all additional shares of capital stock of the Issuer from time to time acquired by the Pledgor and purchased with proceeds of the Loans including, without limitation, any uncertificated Securities (which additional shares of capital stock shall constitute a part of, and be, Pledged Shares ), and, in the case of certificated capital stock of the Issuer, the certificates representing or evidencing such additional shares, together with all cash, securities, interest, dividends, rights, notes, instruments 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 such additional shares;
(c) all Additional Collateral acquired by other property hereafter delivered to the PledgorAdministrative Agent in substitution for or in addition to any of the foregoing, and all certificates and instruments representing or evidencing such other property, together with 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
(d) all proceeds, rents, issues, profits and returns of and from all of the foregoing; TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Banks, forever; subject, however, to the terms, covenants and conditions hereafter set forth. Each Pledgor agrees to deliver to the Administrative Agent, promptly upon receipt and in the case of the Pledged Shares in due form for transfer (i.e., endorsed in blank accompanied by undated stock or bond powers executed in blank or registered on the books of the Issuer) and, subject to the provisions of Section 7 6 hereof, all Proceeds any Collateral which may at any time or from time to time be in or come into possession or control of any Pledgor; and prior to the delivery thereof to the Administrative Agent, such Collateral shall be held by such Pledgor separate and apart from its other property and in express trust for the Administrative Agent, for the benefit of the items described in clauses (a), (b) and (c) aboveBanks.
Appears in 1 contract
Pledge. As security for the Obligations payment or performance, as the case may be, in full of the Obligations, Parent hereby assigns and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, its successors and assigns, for its benefit and the benefit of the Secured PartiesCreditors, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, a first priority security interest in the followingall of Pledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located title and interest in, to and under (the "Collateral"):
(aa)(i) the Pledged Shares CAC Loans and (ii) each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
every CAC Note Document; (b) all additional shares Equity Interests of stock of US Holdco directly owned by it and any certificates representing all such Equity Interests (the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of "Pledged Stock"); provided that the Pledged Shares) and each certificate representing such additional shares and any interest of Stock shall not include to the Pledgor in the entries on the books of any financial intermediary pertaining to such additional extent applicable law requires that US Holdco issue directors' qualifying shares, and, such shares or nominee or other similar shares; (c) subject to Section 7 hereof3.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the securities, instruments and agreements referred to in clause (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof3.06, all Proceeds rights and privileges of Parent with respect to the items described securities, instruments and agreements referred to in clauses (a), ) and (b) above; and (ce) aboveall proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the "Collateral"). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Parent Guarantee and Pledge Agreement (BCP Crystal Holdings Ltd. 2)
Pledge. As security for the payment and performance of the Secured Obligations and subject to and in accordance with the provisions of this Pledge and Security Agreement, including without limitation Section 7 hereof, the Pledgor each Equityholder hereby pledges, grants, assigns, hypothecates, transfers and delivers (subject to Section 3.1) to the Collateral AgentTrustee, its successors and assigns, for its benefit the security and the benefit of the Secured PartiesNoteholders, a first priority continuing security interest in all of such Equityholder’s right, title and interest in, to and under the followingfollowing property, whether now owned or existing or hereafter acquired or arising or wherever located (the "“Issuer Pledged Collateral"”):
(a) the Pledged Shares and each certificate representing the Pledged Shares and any interest all of the Pledgor such Equityholder’s Capital Securities in the entries on Issuer, whether now owned or acquired in the books of any financial intermediary pertaining to future, and all certificates, agreements or other instruments, if any, representing such Capital Securities (the “Issuer Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesEquity”);
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof6.4, the right to receive all dividends, cash, options, warrants, rights, instruments monies and other property from time to time received, receivable or otherwise distributed representing a distribution in respect of or in exchange for any or all the Issuer Pledged Equity of such shares;Equityholder (except for proceeds of the Notes to the extent not applicable to any Redemption of the Notes), whether by way of dividend, redemption, liquidation payments, repurchase or otherwise; and
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof6.4, all Proceeds proceeds of and to the Issuer Pledged Equity of such Equityholder and any of the items described foregoing, including all shares, securities, rights, monies or other property accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option or otherwise in clauses respect of the Issuer Pledged Equity of such Equityholder; provided, however, that all of the proceeds received or unbilled but to be received by such Equityholder in respect of any sale, transfer or other disposition of such Issuer Pledged Equity shall be excluded (a), (bx) to the extent such Issuer Pledged Equity remains or concurrently therewith becomes subject to this Pledge and Security Agreement and (cy) abovesuch sale, transfer or other disposition is permitted pursuant to Sections 6.1 and 17.1; TO HAVE AND TO HOLD the Issuer Pledged Collateral of such Equityholder, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Trustee, its successors and assigns, subject to the terms and conditions set forth herein.
Appears in 1 contract
Sources: Pledge and Security Agreement (PDL Biopharma, Inc.)
Pledge. As security for the Obligations and subject to and payment or performance, as applicable, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the Pledgor each Grantor hereby pledges, grants, assigns, hypothecates, transfers and delivers grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured PartiesCreditors, a first priority security interest in the followingin, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
all of such Grantor’s right, title and interest in, to and under (a) the Pledged Shares Equity Interests of any Person (including, without limitation, the Borrower and each certificate Subsidiary) owned by it on the date hereof or at any time thereafter acquired by it, and in all certificates at any time representing the Pledged Shares any such Equity Interests, and any interest of the Pledgor in the entries on the books other shares, stock certificates, options or rights of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed 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 exchange for any or all of effect (collectively, the “Pledged Stock”); provided that the Pledged Shares;
Stock shall not include Excess Exempted Foreign Entity Voting Equity; (b) all additional shares debt securities and promissory notes held by, or owed to, such Grantor (whether the respective issuer or obligor is the Borrower, any of stock of its Subsidiaries or any other Person) on the Companies from Effective 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”); (c) all other property that may be delivered to time acquired and held by the Pledgor in any manner Collateral Agent pursuant to the terms of this Section 3.01; (which shares shall be deemed to be part of the Pledged Sharesd) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof3.05, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
(c) all Additional Collateral acquired by other Proceeds received in respect of, the Pledgor; and
(d) subject securities referred to Section 7 hereof, all Proceeds of the items described in clauses (a), (b) and (c) above; (e) subject to Section 3.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Creditors, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc)
Pledge. As security for the Obligations and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Each Pledgor hereby pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over and delivers to unto the Collateral Agent, Pledgee for its benefit and the benefit of the Secured PartiesLenders and the Swingline Lender, and grants to the Pledgee for its benefit and the benefit of the Lenders and the Swingline Lender a first priority security interest in in, all of such Pledgor's right, title and interest in, to and under the followingfollowing (collectively, whether now owned or existing or hereafter acquired or arising or wherever located (the "Pledged Collateral"):
): (a) the Pledged Shares and each certificate representing the Pledged Shares and any interest all of the common stock, shares, equity interest and other securities (collectively, "Securities") of each Person (each an "Issuer") described in Schedule I attached hereto or in Schedule I to the Accession Agreement by which such Pledgor in the entries on the books became a party to this Agreement; (b) any additional Securities of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds of such Issuers as may from time to time received, receivable be issued to such Pledgor or otherwise distributed in respect acquired by such Pledgor; (c) any additional Securities of any Issuer as may hereafter at any time be delivered to the Pledgee by or in exchange for on behalf of such Pledgor; (d) any cash or all of the Pledged Shares;
(b) all additional shares of stock of the Companies Securities or other property at any time and from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributable in respect of of, in exchange for, or in exchange for substitution of, any or all of such shares;
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds of the items described property referred to in any of the immediately preceding clauses (a) through (c), (b) ; and (ce) aboveany and all products and proceeds of any of the foregoing, together with any and all other rights, titles, interests, powers, privileges and preferences pertaining to said property.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers to the unto Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in the followingall of Pledgor's right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates representing all such shares (the "Pledged Shares and each certificate representing Stock"); provided that the Pledged Shares and any interest Stock shall not include (i) more than 65% of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments issued and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the Companies from time extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b)
(i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to time acquired by Pledgor and (iii) the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares promissory notes and any interest of other instruments evidencing such debt securities (the Pledgor in "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the entries on the books of any financial intermediary pertaining to such additional shares, and, terms hereof; (d) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof5, all Proceeds rights and privileges of Pledgor with respect to the items described securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers delivers, unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares shares of capital stock and each certificate representing the Pledged Shares other Equity Interests owned by it and listed on Schedule II hereto and any interest Equity Interests obtained in the future by the Pledgor and the certificates representing all such shares (the “Pledged Stock”); (b)
(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the entries on the books of any financial intermediary pertaining future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Shares, and, Debt Securities”); (c) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Shares; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through
(e) above being collectively referred to as the “Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Subsidiary Loan Party or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Pliant Corp)
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in, all of the Pledgor’s right, title and interest in, to and under (i) all Equity Interests of Targa Resources Inc. (“OpCo”) held by it and listed on Schedule I and any other Equity Interests of OpCo obtained in the following, whether now owned or existing or hereafter acquired or arising or wherever located future by the Pledgor and the certificates representing all such Equity Interests (the "Collateral"):
“Pledged Equity”); (aii)(A) the Pledged Shares debt securities representing Indebtedness of OpCo to the Pledgor held by the Pledgor listed on Schedule I, (B) any debt securities representing Indebtedness of OpCo to the Pledgor obtained in the future by the Pledgor and each certificate representing (C) the Pledged Shares promissory notes and any interest of other instruments evidencing such debt securities (the “Pledged Debt”); (iii) any other Indebtedness owed to the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharesby, andor other Investments in, OpCo, (iv) subject to Section 7 hereof2.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities and other property referred to in clauses (ci), (ii) all Additional Collateral acquired by the Pledgorand (iii) above; and
(dv) subject to Section 7 hereof2.06, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items described referred to in clauses (ai) through (vi) above being collectively referred to as the “Pledged Collateral”), (b) and (c) above.
Appears in 1 contract
Sources: Credit Agreement (Targa Resources Investments Inc.)
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, hypothecatessells,
(i) all debt securities owned by it, transfers and delivers all of which are listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to the Collateral Agent, for its benefit Pledgor and (iii) the benefit of the Secured Parties, a first priority security interest in the following, whether now owned or existing or hereafter acquired or arising or wherever located promissory notes and any other instruments evidencing such debt securities (the "CollateralPledged Debt Securities"):
); (ac) all other property that may be delivered to and held by the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms hereof; (d) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above.; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request in order to give effect to the pledge granted hereby and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may
Appears in 1 contract
Sources: Borrower Pledge Agreement (Leap Wireless International Inc)
Pledge. As security for To secure the due and punctual payment of the Obligations and subject to and in accordance with the provisions of this Agreement(as hereinafter defined), including without limitation Section 7 hereof, the Pledgor hereby pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over and delivers unto Collateral Agent, for its benefit and the ratable benefit of all Obligees, and hereby grants to the Collateral Agent, for its benefit and the ratable benefit of the Secured Partiesall Obligees, a first priority security interest in the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral")::
(ai) the Pledged Shares and each certificate the certificates representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, and all dividends, cash, optionssecurities, warrantsdividends, rights, instruments and other property or proceeds 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 SharesShares (except as provided in Section 5(a)(ii) of this Pledge Agreement);
(bii) all additional shares of stock of the Companies in any Owned Subsidiary at any time and from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of manner, and the Pledged Shares) and each certificate certificates representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, and also cash, optionssecurities, warrantsdividends, rights, instruments 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 such shares;
(c) all Additional Collateral acquired by the Pledgor; and
(diii) subject all other property hereafter delivered to Section 7 hereofthe Collateral Agent in substitution for or in addition to any of the foregoing, all Proceeds certificates and instruments representing or evidencing such 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 such Pledged Shares, additional shares, certificates, notes, instruments, cash, securities, interest, dividends, rights, and other property being herein collectively called the items described in clauses (a"Collateral"); TO HAVE AND TO HOLD the Collateral, (b) together with all rights, titles, interest, privileges, and (c) abovepreferences appertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, forever, subject, however, to the terms, covenants, and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for To secure the Obligations payment and subject performance of the "Secured Obligations" (as defined in Section 3 below), Company hereby pledges and hypothecates to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers to the Collateral Agent, for its benefit and the benefit of Agent and Lenders, and grants to Agent, for the Secured Partiesbenefit of Agent and Lenders, a first priority security interest in in, the following, whether now owned or existing or hereafter acquired or arising or wherever located following (the "Pledged Collateral"):
(a) (i) except with respect to Playboy Products and Services International, B.V. (the Pledged Shares and each certificate representing "Foreign Issuer"), the Pledged Shares and any interest shares of stock outstanding of the Pledgor in corporations (the entries "US Issuers"; Foreign Issuer and US Issuers are collectively referred to as the "Issuers") identified on Schedule I hereto held by Company and (ii) with respect to the books Foreign Issuer, the lesser of any financial intermediary pertaining 65% of Company's shares of stock of the Foreign Issuer and 65% of the total combined voting power of all classes of stock of the Foreign Issuer entitled to vote, which pledged shares of stock of Company as of the Closing Date are identified on Schedule I hereto (together, the "Pledged Shares") and the certificates, if any, representing the Pledged Shares, and, and subject to Section 7 hereof2(b) below, all stock dividends, cash dividends, cash, optionsinstruments, warrants, chattel paper and other rights, instruments and other property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to Issuers at any time acquired by the Pledgor Company in any manner manner, and the certificates representing such additional shares (which and any such additional shares shall be deemed to be constitute part of the Pledged Shares) Shares under this Agreement), and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional sharesall stock dividends, and, subject to Section 7 hereof, all cash dividends, cash, optionsinstruments, warrants, chattel paper and other rights, instruments property or proceeds and other property products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;; provided, however, any additional shares of Foreign Issuer, when combined with the shares already pledged of such Foreign Issuer, neither exceeds 65% of the shares of stock of such Foreign Issuer outstanding nor 65% of the total combined voting power of all classes of stock of such Foreign Issuer entitled to vote; and
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds proceeds of any of the items described in clauses (a), (b) and (c) aboveforegoing.
Appears in 1 contract
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the Pledgor each Grantor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the U.S. Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the U.S. Collateral Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in the followingin, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
all of such Grantor’s right, title and interest in, to and under (a) Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Shares Stock shall not include more than 65% of the issued and each certificate representing outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that, for purposes of this Section 3.01, “voting Equity Interests” shall include Equity Interests that entitle any holder or holders thereof to vote upon, or otherwise consent to, any action relating to the Pledged Shares management, operations or business of the issuer of such Equity Interests, including, without limitation, any action to dissolve, liquidate, reorganize, recapitalize, merge, consolidate, amalgamate or sell all or substantially all the assets of such issuer); (b)
(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any interest of other instruments evidencing such debt securities (the Pledgor in “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the entries on the books of any financial intermediary pertaining U.S. Collateral Agent pursuant to the Pledged Shares, and, terms of this Section 3.01; (d) subject to Section 7 hereof3.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other Proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(de) subject to Section 7 hereof3.06, all Proceeds rights and privileges of such Grantor with respect to the items described securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the U.S. Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: u.s. Guarantee and Collateral Agreement (Sensus Metering Systems Inc)
Pledge. As collateral security for the Obligations due and punctual performance of the Mandatory Redemption Obligation, subject to the terms and conditions of that certain Subordination Agreement dated as of the date hereof (the "Subordination Agreement") among Pledgor, Pledgee and PNC Bank, National Association (the "Agent"), in accordance with its capacity as administrative and collateral agent under that certain Revolving Credit and Security Agreement dated March 14, 2000, as amended, among Agent, the provisions various lenders from time to time a party thereto, Pledgor and the various other borrowers thereunder, as the same may hereafter be amended, superseded or replaced (the "PNC Credit Agreement"), and all related waivers and consents, pursuant to which Pledgee has agreed to subordinate its security interest in the Collateral to the security interest of this the Agent and the other lenders party to the PNC Credit Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers transfers, sets over, delivers and delivers to the Collateral Agentassigns unto Pledgee, for its benefit and the benefit of the Secured Parties, hereby grants Pledgee a first priority security interest in the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral")::
(a) the Pledged Shares Stock and each certificate the certificates representing the Pledged Shares Stock, and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments securities and other property or proceeds at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for all or any or all portion of the Pledged Shares;Stock; and
(b) all additional shares of stock securities hereafter delivered to Pledgee by Pledgor in substitution for or in addition to any of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereofforegoing, all dividendscertificates and instruments representing or evidencing such securities, together with all interest, cash, options, warrants, rights, instruments securities and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for or on conversion of any or all thereof (all such Stock, indebtedness, shares, certificates, interest, cash, securities, proceeds and other property received, receivable or otherwise distributed in respect of such shares;
(c) any or all Additional Collateral acquired by thereof being included within the Pledgor; and
(d) subject definition of "Collateral" for purposes of this Agreement). TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto Pledgee, its successors and assigns, forever, subject, however, to Section 7 hereofthe terms, all Proceeds covenants and conditions hereinafter set forth and the terms, covenants and conditions of the items described in clauses (a), (b) and (c) aboveSubordination Agreement.
Appears in 1 contract
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its benefit successors and permitted assigns, for the benefit of the Secured Parties, a first priority security interest in all of the followingPledgor’ right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):title and interest in, to and under:
(a) 50.0% of the Pledged Shares and each certificate representing Common Stock directly owned by the Pledged Shares Pledgor now or at any time hereafter acquired by the Grantor, which as of the date hereof shall consist of the Common Stock listed on Schedule I and any interest of certificates representing such Common Stock (collectively, the Pledgor in the entries on the books of any financial intermediary pertaining to the “Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock”);
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof2.08, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such sharesother Proceeds received in respect of, the Pledged Stock;
(c) subject to Section 2.08, all Additional Collateral acquired by rights and privileges of the PledgorPledgor with respect to the Pledged Stock and other property referred to in clause (b) above; and
(d) subject to Section 7 hereof, all Proceeds of any of the foregoing (the items described referred to in clauses (a) through this clause (d) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, (b) together with all right, title, interest, powers, privileges and (c) abovepreferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth and in each case subject to the Indenture.
Appears in 1 contract
Pledge. As security for the Obligations payment in full of all the ------- Obligations, each Pledgor does hereby pledge, transfer, grant, bargain, sell, convey, hypothecate, set over and subject to deliver and create a security interest in accordance with the provisions of this Agreement(collectively, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers to "Pledge") unto the Collateral Agent, its successors and assigns, ------ for its benefit and the benefit of the Secured Parties, all such Pledgor's right, title and interest in, to and under (i) all the outstanding Equity Interests owned by it on the date hereof or at any time hereafter in Subsidiaries or other Persons (but limited to 65% of the outstanding voting Equity Interests and 100% of the outstanding non-voting Equity Interests in each such Subsidiary that is a first priority security interest in Foreign Subsidiary), including the followingEquity Interests listed on Schedule II hereto, whether (ii) (A) all Indebtedness of Holdings, the Borrower, any other Subsidiary or any other Person now owned or existing or hereafter acquired or arising or wherever located by it, including the Indebtedness listed on Schedule II hereto, and (the "Collateral"):
(aB) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments promissory notes and other property instruments evidencing such Indebtedness, (iii) all payments, whether of dividends or proceeds other distributions, principal or interest or otherwise, and whether of cash or other assets, from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of the Pledged Shares;
Equity Interests or Indebtedness pledged pursuant to clauses (b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Sharesi) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(cii) all Additional Collateral acquired by the Pledgorabove; and
(div) subject to Section 7 hereof5, all Proceeds rights and privileges of such Pledgor with respect to the items described in Equity Interests, Indebtedness and other property pledged pursuant to clauses (ai), (bii) and (ciii) above; and (v) all proceeds of any of the foregoing (the collateral referred to in the preceding clauses (i) through (v) being collectively called the "Collateral"). ---------- TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Kansas City Southern Industries Inc)
Pledge. As general and continuing collateral security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority continuing security interest in all of the followingPledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person (collectively, the “Equity Interests”) owned by such Pledgor and each certificate representing the Pledged Shares listed on Schedule II hereto and any interest Equity Interests obtained in the future by the Pledgor and the certificates representing all such shares (the “Pledged Stock”); (b)
(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the entries on the books of any financial intermediary pertaining future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Shares, and, Debt Securities”); (c) subject to Section 7 hereof5, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof5, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Stock; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Note Guarantor, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any shares or other Equity Interests or debt securities issued by any Excluded Subsidiary (as defined in the Credit Agreement). Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary of the Issuer shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary subject to a security interest under the Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Pledged Stock or Pledged Debt Securities secure the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further, in such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. Any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by (a) stock powers of attorney duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. If the constating documents of any Person listed under the heading “Issuer” in Schedule II hereto restrict the transfer of the securities of such Issuer, then the Pledgor will also deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such Issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Collateral by the Collateral Agent upon a realization on the security constituted hereby in accordance with this Agreement. Each Pledgor confirms that value has been given by the Collateral Agent and the Secured Parties to the Pledgor, that the Pledgor has rights in the Collateral (other than after-acquired property) and that the Pledgor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any of the Collateral. The security interests created by this Agreement will have effect and be deemed to be effective whether or not the Obligations or any part thereof are owing or in existence before or after or upon the date of this Agreement. TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Pliant Corp)
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of such Pledgor's right, title and interest in, to and under:
2.1 the followingshares of capital stock and other ownership interests owned by such Pledgor and listed on Schedule I hereto, whether now owned and any shares of capital stock or existing other equity interest of any Subsidiary obtained in the future by such Pledgor, and the stock certificates or hereafter acquired other securities representing all such shares or arising or wherever located equity interests (the "CollateralPledged Securities"):);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereof6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section 6, all Additional Collateral acquired by rights and privileges of each Pledgor with respect to the PledgorPledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
2.5 all proceeds of any of the foregoing (d) subject the items referred to in clauses 2.1 through 2.5 being collectively referred to as the "Pledged Collateral"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the Obligations have been paid in full in cash; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 7 hereof3 of this Agreement, all Proceeds of the items described in clauses (a)) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and (c) abovesuch other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor's right, whether now title and interest in, to and under:
2.1 the shares of capital stock and other ownership interests owned by the Pledgor and listed on Schedule I hereto, and any shares of capital stock or existing other equity interest of any Subsidiary obtained in the future by the Pledgor, and the stock certificates or hereafter acquired other securities representing all such shares or arising equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or wherever located such lesser percentage as is owned by Pledgor) (the "CollateralPledged Securities"):);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereofSection 6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section Section 6, all Additional Collateral acquired by rights and privileges of the PledgorPledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
2.5 all proceeds of any of the foregoing (d) subject the items referred to in clauses 2.1 through 2.5 being collectively referred to as the "Pledged Collateral"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Banks and the Administrative Agent, and the Issuing Banks have no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 7 hereof3 of this Agreement, all Proceeds of the items described in clauses (a)) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and (c) abovesuch other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Sources: Securities Collateral Pledge Agreement (GameStop Corp.)
Pledge. As security for the payment and performance in full of the Borrower Obligations (in the case of the Borrower) and subject to and the Direct Obligations (in accordance with the provisions case of this AgreementDirect), including without limitation Section 7 hereof, the each Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Administrative Agent, and grants to the Collateral Administrative Agent, for its benefit and the benefit of the Secured Parties, a first priority security interest (the "Security Interest") in all its right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
acquired: (a) the Pledged Shares and each certificate representing the Pledged Shares shares of capital stock listed in Schedule I hereto as being owned by it and any interest shares of capital stock of any Subsidiary (except to the Pledgor extent such a pledge is prohibited by law) obtained by it in the entries on future, and the books of any financial intermediary pertaining to certificates representing or evidencing such shares (the "Pledged SharesStock"), and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time other property which may be delivered to time acquired and held by the Pledgor in any manner Administrative Agent pursuant to the terms hereof, (which shares shall be deemed to be part of the Pledged Sharesc) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof5 below, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all upon the conversion of such shares;
the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgor; and
and (b) above, (d) subject to Section 7 hereofSections 4 and 5 below, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), (b) and (c) above, and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively called the "Collateral"). Upon delivery to the Administrative Agent, (a) any stock certificates, notes, or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the relevant Pledgor and such other instruments or documents as the Administrative Agent may request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations and subject Subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 1 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, for its benefit and the benefit of itself and the other Secured Parties, and grants to Agent, for the benefit of itself and the other Secured Parties, a first priority security interest in the following, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):in:
(a) the Pledged Shares equity interests of Company held by ▇▇▇▇▇▇▇ and each certificate representing the Pledged Shares and any interest identified as of the Pledgor in the entries date of this Agreement on the books of any financial intermediary pertaining to the Pledged SharesSchedule I hereto as held by Pledgor, andincluding, subject to Section 7 6 hereof, ▇▇▇▇▇▇▇’s shareholder interest, economic interest, membership interest and/or other equity interest in the Company, ▇▇▇▇▇▇▇’s status as a shareholder or other equity holder in the Company, ▇▇▇▇▇▇▇’s right to vote, nominate directors or otherwise participate in the management of the business and affairs of the Company and any other right of Pledgor as a shareholder or other equity holder of Pledgor (the “Pledged Interests”) and the certificates, if any, representing the Pledged Interests, and all equity dividends, cash dividends, cash, optionsinstruments, warrants, chattel paper and other rights, instruments and other property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesInterests;
(b) all additional shares equity interests of stock of the Companies from time to Company at any time acquired by the Pledgor in any manner (which shares manner, and the certificates representing such additional equity interests, shall be deemed to be constitute part of the Pledged Shares) Interests under this Agreement (and each certificate representing such additional shares Pledgor shall execute and any interest of the Pledgor deliver to Agent a pledge supplement in the entries on the books form of Exhibit A attached hereto (a “Pledge Supplement”) with respect to any financial intermediary pertaining to such additional sharesafter acquired Pledged Interests), andand all equity dividends, subject to Section 7 hereofcash dividends, all dividendsdistributions, cash, optionsinstruments, warrants, chattel paper and other rights, instruments property or proceeds and other property products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;; and
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds proceeds of any of the items foregoing (the assets described in clauses (athis Section 2 are collectively referred to as, the “Pledged Collateral”), (b) and (c) above.
Appears in 1 contract
Pledge. As security for the Obligations and subject to and in accordance with payment or performance, as the provisions case may be, of this Agreementthe Obligations, including without limitation Section 7 hereof, the each Pledgor hereby pledgesbargains, grantssells, conveys, assigns, hypothecatessets over, mortgages, pledges, hypothecates and transfers and delivers to the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Security Agent, its benefit successors and assigns, for the benefit of the Secured Parties, a first priority security interest in the followingin, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
all of such Grantor's right, title and interest in, to and under (a) the shares of capital stock listed opposite the name of such Pledgor on Schedule I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (the "Pledged Shares Stock") and each certificate the certificates representing the Pledged Shares Stock; (b) the promissory notes listed opposite the name of such Pledgor on Schedule I hereto and any interest of the Pledgor in the entries on the books all promissory notes or other debt securities of any financial intermediary pertaining Subsidiary hereafter acquired by such Pledgor (the "Pledged Notes") and the certificates representing the Pledged Notes; (c) all other property which may be delivered to and held by the Security Agent pursuant to the Pledged Shares, and, terms hereof; (d) subject to Section 7 hereof2.04, all payments of dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all of such shares;
(c) all Additional Collateral acquired by upon the Pledgor; and
(d) subject to Section 7 hereof, all Proceeds conversion of the items described securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 2.04, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) being collectively called the "Collateral"). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and references pertaining or incidental thereto, unto the Security Agent, its successors and its assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Brylane Inc)
Pledge. As security for the Obligations payment and subject to and performance, as the case may be, in accordance with full of the provisions of this Agreement, including without limitation Section 7 hereofObligations, the Pledgor hereby pledgestransfers, grants, assignsbargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a first priority security interest in all of the followingPledgor’s right, whether now title and interest in, to and under:
2.1 the shares of capital stock and other ownership interests owned by the Pledgor and listed on Schedule I hereto, and any shares of capital stock or existing other equity interest of any Subsidiary obtained in the future by the Pledgor, and the stock certificates or hereafter acquired other securities representing all such shares or arising equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or wherever located such lesser percentage as is owned by Pledgor) (the "Collateral"):“Pledged Securities”);
(a) 2.2 all other Investment Property that may be delivered to, and held by, the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining Collateral Agent pursuant to the Pledged Shares, and, terms hereof;
2.3 subject to Section 7 hereofSection 6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or all of such sharesfor, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
(c) 2.4 subject to Section Section 6, all Additional Collateral acquired by rights and privileges of the PledgorPledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
2.5 all proceeds of any of the foregoing (d) subject the items referred to in clauses 2.1 through 2.5 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 7 hereof3 of this Agreement, all Proceeds of the items described in clauses (a)) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and (c) abovesuch other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Sources: Securities Collateral Pledge Agreement (Gamestop Corp)
Pledge. As security for the payment or performance, as the case may be, in full of the Obligations and subject to and in accordance with (detailed on Schedule I, for the provisions purposes of this Agreement, including without limitation Section 7 hereofArticle 1424 of the Brazilian Civil Code), the Pledgor hereby pledgespledges to the Agent, grants, its successors and permitted assigns, hypothecatesfor the benefit of the Secured Parties, transfers and delivers hereby grants to the Collateral Agent, its successors and permitted assigns, for its benefit and the benefit of the Secured Parties, a first priority security interest in all of the followingPledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under: (a) the Pledged Shares Equity Interests in the Companies, including the Issued EP Brazil Quotas and each certificate representing the Pledged Shares Issued UNOPASO Quotas and any interest of other Equity Interests in the Companies obtained in the future by the Pledgor in the entries on the books of any financial intermediary together with all right, title, interest, powers, privileges and preferences pertaining to the Pledged Shares, and, or incidental thereto; (b) subject to Section 7 hereof2.05, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the securities referred to in clause (a) above; (c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof2.05, all Proceeds rights and privileges of the items described Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b) above; and (cd) aboveall proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Quotas”). Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests secure Obligations, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or 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 Equity Interests to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests, on the terms contemplated herein.
Appears in 1 contract
Pledge. As security for the Obligations and subject to and payment or performance, as the case may be, in accordance with full of the provisions of this AgreementObligations, including without limitation Section 7 hereof, the each Pledgor hereby pledges, grants, assigns, hypothecates, transfers assigns and delivers pledges to the Collateral Administrative Agent, for its the benefit of the Secured Parties, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in the followingall of such Pledgor’s right, whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"):
title and interest in, to and under (a) the Pledged Shares Equity Interests owned by it on the date hereof (including Equity Interests owned by it and each certificate representing listed on Schedule 10(a) to the Pledged Shares Perfection Certificate) and any interest of the Pledgor other Equity Interests obtained in the entries future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); (b)(i) the debt obligations owed to each Pledgor on the books of date hereof, (ii) any financial intermediary pertaining debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Shares, and, Debt Securities”); (c) subject to Section 7 3.05 hereof, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 3.05 hereof, all Proceeds rights and privileges of such Pledgor with respect to the items described securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary herein, the terms “Pledged Collateral”, “Pledged Stock” and “Pledged Debt” shall not include Excluded Property.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Nuance Communications, Inc.)
Pledge. As security for To secure the prompt and complete payment and performance of ------ the Obligations and subject to and in accordance with the provisions obligations of this AgreementPledgor hereunder, including without limitation Section 7 hereof, the Pledgor hereby pledges, grantshypothecates, assigns, hypothecatestransfers, transfers sets over and delivers to the Collateral Agent, unto Agent for its benefit and the benefit of Lenders and hereby grants to Agent for the Secured Parties, benefit of Lenders a first priority continuing security interest in the following, whether now owned or existing or hereafter acquired or arising or wherever located following (herein collectively called the "CollateralCOLLATERAL"):
(a) the Pledged Shares shares of stock described in Schedule I hereto and each certificate all shares ---------- of stock of CEI hereafter created or acquired by Pledgor (herein called the "PLEDGED SHARES") and the certificates representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to or evidencing the Pledged Shares, andand all cash, subject to Section 7 hereofsecurities, all interest, dividends, cash, options, warrants, rights, instruments rights and other property or proceeds at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of after the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed Closing Date in respect of or in exchange for any or all of such sharesPledged Shares;
(b) all other property hereafter delivered to Pledgor 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 after the Closing Date in respect of or in exchange for any or all thereof; and
(c) all Additional Collateral acquired by the Pledgor; and
(d) subject to Section 7 hereof, proceeds of all Proceeds of the items described in clauses (a)foregoing; TO HAVE AND TO HOLD the Collateral, (b) together with all rights, titles, interests, privileges and (c) abovepreferences appertaining or incidental thereto, for the benefit of Lenders, their successors and assigns, subject, however, to the terms, ------- ------- covenants and conditions hereafter set forth.
Appears in 1 contract
Pledge. As security for the Obligations payment or performance, as the case may be, in full of its Obligations, each Guarantor hereby assigns and subject to and in accordance with the provisions of this Agreement, including without limitation Section 7 hereof, the Pledgor hereby pledges, grants, assigns, hypothecates, transfers and delivers pledges to the Collateral Agent, Agent (to be held until the First Lien Termination Date by the First Lien Collateral Agent as collateral agent for its benefit and the ratable benefit of the First Lien Secured PartiesParties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, on a first priority security interest basis junior and subordinated (in Lien only) to the First Lien Secured
(i) the debt securities listed opposite the name of such Guarantor on SCHEDULE II, (ii) to the extent required by Section 3.02(b), any debt securities in the followingfuture issued to, whether now owned or existing or hereafter acquired or arising or wherever located by, such Guarantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the "CollateralPLEDGED DEBT SECURITIES"):
); (ac) the Pledged Shares and each certificate representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof3.06, all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of stock of the Companies from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of such shares;
other proceeds received in respect of, the securities referred to in clauses (ca) all Additional Collateral acquired by the Pledgorand (b) above; and
(d) subject to Section 7 hereof3.06, all Proceeds rights and privileges of such Guarantor with respect to the items described securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the "PLEDGED COLLATERAL"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; SUBJECT, HOWEVER, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract