STOCK PLEDGE AGREEMENT Sample Clauses
STOCK PLEDGE AGREEMENT. Seller shall have delivered to Buyer a Stock Pledge Agreement in the form attached as Exhibit E ("Stock Pledge Agreement") as well as the Parent Shares issuable to the Seller at the Closing (complete with stock powers executed in blank).
STOCK PLEDGE AGREEMENT. Concurrently herewith certain of the Borrowers are executing and delivering to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, stock pledge agreement(s) pursuant to which the Borrowers are pledging to the Administrative Agent all of the shares of the capital stock of the Borrowers' Subsidiary or Subsidiaries. Such pledge(s) shall be governed by the terms of such stock pledge agreement(s) and not by the terms of this Agreement.
STOCK PLEDGE AGREEMENT. Concurrently herewith SalesLink is ---------------------- executing and delivering to the Agent, for the benefit of the Banks and the Agent, a stock pledge agreement pursuant to which SalesLink is pledging to the Agent, for the benefit of the Banks and the Agent, all the shares of the capital stock of SalesLink's subsidiary. Such pledge shall be governed by the terms of such stock pledge agreement and not by the terms of this Agreement
STOCK PLEDGE AGREEMENT. LDI Acquisition Sub Inc. c/o Long Distance International Inc. 4150 SW 28th Way Ft. Lauderdale, Florida 33312 To: Frederick A. DeLuca 512 NE 23rd Avenue Ft. Lauderdale, Florida 33301 July 20, 1999 Gentlemen: Reference is made to a certain Term Loan Agreement dated of even date herewith (herein called "Term Loan Agreement") among Long Distance International Inc., a Florida corporation (herein called "the Company"), the undersigned, the lenders from time to time parties thereto (the "Lenders") and you, in your capacity as Collateral Agent for the ratable benefit of yourself and the other Lenders (the "Collateral Agent"). Capitalized terms used herein and defined in the Term Loan Agreement shall have the same meanings as set forth therein unless otherwise specifically defined herein. As security for: the full payment and performance when due of all now existing and future Obligations of the Company and the Pledgor arising pursuant to the Term Loan Agreement (all of which are herein called "Secured Obligations"), the undersigned (hereinafter "Pledgor") hereby pledges, assigns, transfers, delivers and sets over to the Collateral Agent, for the ratable benefit of itself and the other Lenders, all of its right, title and interest in and to the securities listed on the attached Schedule 1, issued as indicated on said schedule ("Securities"). This pledge includes all right, title and interest in and to and a continuing lien upon and security interest in, all of said Securities together with any investment property and security entitlements with respect thereto, including, without limitation, all dividends, liquidating dividends, splits, dividends paid in stock, dividends paid in Securities, new or reclassified Securities, or any other property which the Pledgor is or may hereafter become entitled to receive on account of such Securities, any and all increments, substitutions, additions or replacements thereof, and any and all proceeds thereof (all collectively hereinafter referred to as "Pledged Collateral"). This Stock Pledge Agreement is executed as an inducement to the Lenders to make the Term Loan to the Company pursuant to the Term Loan Agreement, or otherwise to extend credit or financial accommodations to the Company or to enter into or continue financing arrangements with the Company, and is executed in consideration of the Lenders doing or having done any of the foregoing. Pledgor shall be in default under this Pledge Agreement upon the occurrence of any of...
STOCK PLEDGE AGREEMENT. THIS AGREEMENT is made and entered into as of April 18, 2000 (this "Agreement") by and among Balanced Care Corporation, a Delaware corporation ("BCC"), the other parties listed on Schedule 1 attached hereto, all of which are Delaware corporations and are wholly owned subsidiaries of BCC (collectively referred to herein as "Subsidiaries", and together with BCC, collectively the "Pledgor"), the parties listed on Schedule 2 attached hereto, all of which are Delaware corporations (individually, a "Company" and collectively, the "Companies"), FRR Investments Limited, a Cayman Island corporation ("FRR"), and IPC Advisors S.A.R.L., a Luxembourg corporation ("IPC", and together with FRR, "Secured Party"). WITNESSETH: WHEREAS, Pledgor is the owner of 100% of the common stock of each Company (the "Equity Interests"), which Equity Interests represent 100% of the equity interests in each Company; and WHEREAS, BCC has executed that certain Series One 1999 BCC Discount Note dated December 29, 1999 in favor of FRR (the "Note") evidencing a loan made by FRR to BCC in the issued amount of $7,424,580, the proceeds of which have been advanced by BCC to each Company in order for each Company to purchase certain real property; and WHEREAS, Pledgor, being all of the shareholders of the Companies, have received a direct benefit from the consummation of the transactions evidenced by the Note and other Loan Documents; and WHEREAS, BCC has executed and delivered to IPC an Indemnification, Defense, Hold Harmless and Reimbursement Agreement dated as of December 29, 1999 (the "Indemnification Agreement"), whereby BCC has agreed to certain indemnification obligations in connection with the BCC-IPC Note (as defined in the Indemnification Agreement); and WHEREAS, it is a condition precedent to the willingness of Secured Party to enter into the other Loan Documents that Pledgor execute and deliver this Agreement in favor of Secured Party. 2 NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Equity Pledge. Pledgor hereby pledges, grants a security interest in, mortgages, assigns, transfers, delivers, sets over and confirms unto Secured Party, its successors and assigns, all of Pledgor's right, title and interest in and to all Equity Interests owned by Pledgor (collectively, the "Pledged Interests"), and delivers to FRR, as agent for itself and IPC, the certificates represe...
STOCK PLEDGE AGREEMENT. To secure the obligations of the Company under this Agreement and the Note, the Company shall pledge, hypothecate, and assign, to the Purchaser all the capital stock of its Subsidiaries (the “Pledged Shares”), pursuant to that certain Stock Pledge Agreement and Escrow Agreement, dated as of February 1, 2007 between the Company and the Purchaser (the “Stock Pledge Agreement”). The parties acknowledge and agree that the term “Obligations” as defined in the Stock Pledge Agreement, includes all obligations of the Company to the Purchaser, including without limitation, those obligations of the Company under the Note and Transaction Documents. The Parties further acknowledge that the Pledged Shares were previously transferred and delivered to Quarles & Brady LLP (the “Escrow Agent”) pursuant to the terms of that certain Stock Pledge and Escrow Agreement, dated August 11, 2006.
STOCK PLEDGE AGREEMENT. FS Tenant Holding Company Trust hereby confirms that all references to the “Master Lease” in that certain Pledge of Shares of Beneficial Interest Agreement, dated as of January 7, 2002, made by FS Tenant Holding Company Trust in favor of Landlord shall refer to the Lease as amended by this Amendment.
STOCK PLEDGE AGREEMENT. THIS PLEDGE AGREEMENT made and entered into as of this 22 day of February, 2001, at Bedford Heights, Ohio, by and between Olympic Steel, Inc., an Ohio corporation ("Pledgee"), and David A. Wolfort evidence the following agreements and understandings: WITNESSETH: ---------- WHEREAS, Pledgee has loaned ("Loan") to Pledgor the sum of Six Hundred Seventy Five Thousand Dollars ($675,000) to fund the purchase of 300,000 Common Shares of the Company (the "Pledged Stock"); WHEREAS, Pledgor has executed a Promissory Note dated of even date herewith (the "Note") which evidences Pledgor's obligation to repay the Loan; WHEREAS, Pledgor's obligations under the Note are to be secured by a pledge of the Pledged Stock. NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. DEPOSIT OF COLLATERAL. Pledgor hereby deposits with Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A. as Agent (the "Agent"), a stock certificate representing the Pledged Shares, and an Irrevocable Stock Power duly endorsed by Pledgor to transfer the Pledged Shares. Such stock certificate and stock power shall be held by the Agent, on behalf of Pledgee, subject to the terms and conditions of this Agreement in order to secure the payment obligations of Pledgor to Pledgee pursuant to the Note. Upon the payment in full of the Note, such certificate of stock and stock power shall be returned by the Agent to the Pledgor.
STOCK PLEDGE AGREEMENT. THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made by EMILE LORIA, an individual with a residence at 31 rue du Dr Jean Arlaud, 31500 Toulouse, France ("Pledgor"), in favor of EPIMMUNE INC., a Delaware corporation with its principal place of business at 5820 Nancy Ridge Drive, San Diego, California 92121 ("Pledgee"). WHEREAS, Pledgor has concurrently herewith executed that certain Promissory Note (the "Note") in favor of Pledgee in the amount of two million six hundred forty thousand seven hundred fifty-two dollars and fifty cents (US $2,640,752.50) in payment of the purchase price of one million fifty-six thousand three hundred one (1,056,301) shares of the Common Stock of Pledgee; and WHEREAS, Pledgee is willing to accept the Note from Pledgor, but only upon the condition, among others, that Pledgor shall have executed and delivered to Pledgee this Pledge Agreement and the Collateral (as defined below): NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Pledgor hereby agrees as follows: 1. As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or otherwise) of all indebtedness of Pledgor to Pledgee created under the Note (all such indebtedness being the "Liabilities"), together with, without limitation, the prompt payment of all expenses, including, without limitation, reasonable attorneys' fees and legal expenses, incidental to the collection of the Liabilities and the enforcement or protection of Pledgee's lien in and to the collateral pledged hereunder, Pledgor hereby pledges to Pledgee, and grants to Pledgee, a first priority security interest in all of the following (collectively, the "Collateral"):
STOCK PLEDGE AGREEMENT. THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of January 10, 1997, is entered into between FAMILY RESTAURANTS, INC., a Delaware corporation ("Pledgor"), and Foothill Capital Corporation, a California corporation ("Secured Party"), with reference to the following: WHEREAS, Pledgor beneficially owns One Hundred (100) shares of the common stock of FRI-MRD Corporation, a Delaware corporation ("FRI-MRD"); WHEREAS, Pledgor, Borrower, Secured Party, and the other parties thereto have entered into that certain Loan and Security Agreement (the "Loan Agreement"), of even date herewith, pursuant to which Secured Party has agreed to make certain financial accommodations to Pledgor and Borrower; WHEREAS, to induce Secured Party to make the financial accommodations provided to Pledgor and Borrower pursuant to the Loan Agreement, Pledgor desires to pledge, grant, transfer, and assign to Secured Party a security interest in the Collateral (as hereinafter defined) to secure the Secured Obligations (as hereinafter defined), as provided herein. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and warranties set forth herein and for other good and valuable consideration, the parties hereto agree as follows: 1. Definitions and Construction.