Pledged Interest. The Pledged Interest (i) will not become “financial assets” (within the meaning of Section 8-101(a)(9) of the UCC) and (ii) will not be credited to a “securities account” (within the meaning of Section 8-501(a) of the UCC). The parties agree that the Pledged Interest constitutes “general intangibles” (as defined in Section 9-102 of the UCC); and Pledgor agrees that the Pledged Interest is not and will not be investment company securities within the meaning of Section 8-103 of the UCC.
Pledged Interest. (a) The Pledgor Interests (such membership interests being identified on Schedule I attached hereto and referred to as the “Pledged Interests”) of the Company, for which Pledgor shall deliver to Lender stock powers in the form of Exhibit A attached hereto and made a part hereof (the “Powers”) duly executed in blank, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests.
Pledged Interest. If the Pledged Interests are certificated, the Security Trustee or its nominee shall have received the Pledged Instruments (as defined in the Pledge Agreement) in respect of the Pledged Interest, together with originals of the executed transfer form(s) in respect thereof.
Pledged Interest. In the event that the Managing Member consents to any pledge of or encumbrance on all or any part of a Member’s interest in the LLC (such interest which is subject to a pledge or encumbrance is referred to as the “Pledged Interest”), then upon the occurrence of an “Event of Default” by such Member under the document creating the pledge or encumbrance or upon such Member becoming a “Defaulting Member” under this Agreement (i) the Managing Member may elect to cause the LLC to accept an assignment of the Pledged Interest subject to such pledge or encumbrance, and the LLC must accept such assignment unless the Managing Member, in its sole and absolute discretion, declines to accept such assignment); and (ii) if the LLC accepts such assignment of the Pledged Interest, the LLC shall automatically assume the obligation(s) secured by the pledge of or encumbrance on the Pledged Interest, provided that (a) recourse on the obligation(s) secured by the pledge of or encumbrance on the Pledged Interest is and shall be limited only to the value of the Pledged Interest (even if such interest is effectively distributed to all of the Members and even if such value fluctuates from time to time); and (b) neither the LLC, nor any asset of the LLC (other than the value of the Pledged Interest), shall be personally liable, responsible or subject to execution for such obligation(s).
Pledged Interest. The Borrower Representative has full power and authority to create a first lien on the Pledged Interests and no disability or contractual obligation exists that would prohibit the Borrower Representative from pledging the Pledged Interests pursuant to the Pledge Agreement. There are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Pledged Interests. The Pledged Interests are not the subject of any present or, to the Borrower Representative’s knowledge, threatened in writing suit, action, arbitration, administrative or other proceeding, and the Borrower Representative knows of no reasonable grounds for the institution of any such proceedings.
Pledged Interest. Certificate No. 3 representing a 100% membership interest in ProfitKey International, LLC.SIGNATORIES Pledgor WARP TECHNOLOGY HOLDINGS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx An authorized officer Collateral Agent FORTRESS CREDIT CORP. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer Signatories The undersigned, being the Issuer referred to above, irrevocably agrees that it will comply with instructions with respect to the Pledged Collateral originated by the Collateral Agent without further consent by the Pledgor. Issuer PROFITKEY INTERNATIONAL, LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx
Pledged Interest. The Borrower Representative has full power and authority to create a first lien on the Pledged Interests and the Circle 8 Pledged Interests and no disability or contractual obligation exists that would prohibit the Borrower Representative from pledging the Pledged Interests or the Circle 8 Pledged Interests pursuant to the Pledge Agreement or Circle 8 Pledge Agreement, as applicable. There are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Pledged Interests. The Pledged Interests and the Circle 8 Pledged Interests are not the subject of any present or, to the Borrower Representative’s knowledge, threatened in writing suit, action, arbitration, administrative or other proceeding, and the Borrower Representative knows of no reasonable grounds for the institution of any such proceedings.
Pledged Interest. (a) The Equitable Mortgage after delivery thereof pursuant to this Agreement shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by the Equitable Mortgage shall be asserted in writing by the Borrower not to be, a valid and perfected lien, with the priority required by the Equitable Mortgage on and security interest in any material portion of the secured assets purported to be covered thereby, for any reason (other than as a result of the failure of the Lender to take any action required to be taken under any Finance Document).
Pledged Interest. Certificate No. 1 representing a 100% membership interest in Process Software, LLC. SIGNATORIES Pledgor WARP TECHNOLOGY HOLDINGS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx An authorized officer Collateral Agent FORTRESS CREDIT CORP. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer Signatories The undersigned, being the Issuer referred to above, irrevocably agrees that it will comply with instructions with respect to the Pledged Collateral originated by the Collateral Agent without further consent by the Pledgor. Issuer PROCESS SOFTWARE, LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx
Pledged Interest. The Pledged Interest by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. No Pledged Interest is evidenced or represented by a certificate or otherwise certificated.
