Share Collateral Clause Samples
The Share Collateral clause establishes that shares or equity interests are pledged as security for the performance of obligations under an agreement. In practice, this means that if the party providing the collateral defaults, the secured party may take ownership or control of the pledged shares to recover losses. This clause is commonly used in financing arrangements to give lenders a direct claim over a borrower's shares, thereby reducing the lender's risk and ensuring a clear mechanism for recourse in the event of default.
Share Collateral. The Loan Parties recognize that Agent may be unable to effect a public sale of any or all the Collateral comprising shares of Parent’s Subsidiaries that constitute Collateral (the “Shares”), by reason of certain prohibitions contained in federal securities laws and any other applicable securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof or other applicable restrictions. The Loan Parties acknowledge and agree that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. Agent or any other holder of the Shares shall be under no obligation to delay a sale of any of the Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under federal securities laws or under applicable state or foreign securities laws. Notwithstanding the foregoing, Agent shall use commercially reasonable efforts with respect to such sale and the price and terms of such sale.
Share Collateral. Issuer recognizes that Agent may be unable to effect a public sale of any or all the Collateral comprising shares of Issuer’s Subsidiaries, by reason of certain prohibitions contained in federal securities laws and any other applicable securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof or other applicable restrictions. Issuer acknowledge and agree that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Holder shall be under no obligation to delay a sale of any of the Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under federal securities laws or under applicable state or foreign securities laws.
Share Collateral. (a) The Chargor has good, valid and marketable title to all the Share Collateral and acquired all such Share Collateral in a lawful manner and all such Share Collateral are:
(i) fully paid;
(ii) freely and fully transferable;
(iii) free from any Security Interests and any other rights or interests in favour of third parties, except in the Investor’s or its nominee’s favour, or any lien or set-off arrangement as may be set out in the Custody Agreement;
(iv) not subject to any pre-emption, option to purchase or similar rights.
(b) None of the constitutional documents of the Chargor or any agreement or arrangement binding on the Chargor restricts or inhibits the creation of any Security Interests under this Deed.
(c) The Chargor is the sole beneficial owner of the Security Assets over which it grants or purports to grant any Security Interests under this Deed.
(d) There are no outstanding and unpaid payment obligations in relation to the Security Assets to any Clearance System or custodian (including the Custodian).
Share Collateral. (i) 2,250,000 common shares of Search held by Newsearch, (ii) 100% of the common stock of SFC, ACHI, and Newsearch held by Search, and (iii) 100% of the common stock of ACAC held by ACHI in which Newsearch, Search, and ACHI
Share Collateral. (a) The execution and delivery of the Collateral Documents by Credit Parties, together with (i) the actions taken on or prior to the date hereof pursuant to Section 3.1(i) and (ii) the delivery to Collateral Agent of any Share Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document, are effective to create in favor of Collateral Agent, on behalf of the Secured Parties, as security for the Obligations of each Credit Party, a valid and perfected First Priority Lien on all of the Share Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect.
(b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required for either (i) the pledge or grant by any Credit Party of the Liens purported to be created in favor of Collateral Agent pursuant to any of the Collateral Documents or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Share Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law).
(c) Except as may have been filed in favor of Collateral Agent as contemplated by Section 3.1(i), no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Share Collateral is on file in any filing or recording office.
(d) All written information supplied to Collateral Agent by or on behalf of any Credit Party with respect to any of the Share Collateral (in each case taken as a whole with respect to any particular Share Collateral) is accurate and complete in all material respects.
Share Collateral. In order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in the Share Collateral, the Administrative Agent shall have received:
(i) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise reasonably satisfactory in form and substance to Collateral Agent) representing all certificated shares of Capital Stock pledged pursuant to the Pledge Agreement;
(ii) UCC financing statements, duly executed by each applicable Credit Party with respect to all Share Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Collateral Agent and Syndication Agent, desirable to perfect the security interests created in such Share Collateral pursuant to the Collateral Documents;
(iii) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Share Collateral as Syndication Agent and Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Collateral Agent; and
(iv) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument, and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Syndication Agent and Collateral Agent.
Share Collateral. 5 UCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Share Collateral