The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Company’s right, title and interest in the following property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “Collateral”): (a) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company; (e) intercompany obligations of foreign Subsidiaries owing to the Company; (f) the Collateral Account and the balance and all items from time to time in the Collateral Account; (g) all promissory notes and all Intercompany Notes; and (h) all proceeds of and to any of the property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers.
Appears in 2 contracts
Sources: Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Company’s right, title and interest in the following property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “Collateral”):
(a) ): the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);
(b) ; all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) ; without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) ; the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) ; intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and ; the balance and all items from time to time in the Collateral Account;
(g) ; all promissory notes and all Intercompany Notes; and
(h) and all proceeds of and to any of the property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, that in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% America. Cash Proceeds of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the IssuersCollateral.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company hereby pledges and grants to the Administrative Collateral Agent, for the ratable benefit of the Lenders Trustee, the Holders, the Term Loan Agent and the Term Loan Lenders, as hereinafter provided, a security interest in all of the Company’s 's right, title and interest in the following property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “"Collateral”"):
(a) the shares of Capital Stock common stock of the Issuers represented by the certificates identified in Annex 1 hereto and all other shares of Capital Stock capital stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)Company, in each case together with the certificates representing evidencing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “"Pledged Stock”");
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Intercreditor Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock capital stock of the successor corporation owned by the Company (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notesmerger; and
(hd) all proceeds of and to any of the property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers.claims
Appears in 1 contract
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company Parent hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the CompanyParent’s right, title and interest in the following property, whether now owned by the Company Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the CompanyParent) (all being collectively referred to herein as “Collateral”):
(a) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company Parent (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company Parent under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company Parent itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company Parent in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company Parent to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the CompanyParent;
(e) intercompany obligations of foreign Subsidiaries owing to the CompanyParent;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(h) all proceeds of and to any of the property of the Company Parent described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company Parent in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, that in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America orAmerica. Notwithstanding the foregoing, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdcothe Collateral shall not include, more than 66% and the Liens created under this Section 3.01 shall not encumber, the shares of the total combined voting power of the Voting Capital Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers(i) Iron Mountain India Private Limited and (ii) Iron Mountain Services Private Limited.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company each Pledgor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Companysuch Pledgor’s right, title and interest in the following property, whether now owned by the Company such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (other than than, with respect to any Pledgor, the Excluded Swap Obligations of the Companysuch Pledgor) (all being collectively referred to herein as “Collateral”):
(a) the shares of Capital Stock of the Issuers identified in Annex 1 hereto under the name of such Pledgor and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company such Pledgor (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company relevant Pledgor in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company such Pledgor to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;such Pledgor; and
(e) intercompany obligations of foreign Subsidiaries owing to the Companysuch Pledgor;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(h) all proceeds of and to any of the property of the Company such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, that in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the IssuersAmerica.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time to time arising, the Company Pledgor hereby pledges and grants to the Administrative Collateral Agent, for the benefit of the Lenders as hereinafter provided, Secured Parties a security interest Security Interest in and lien on all of the Company’s Pledgor's right, title and interest in in, to and under the following property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) and wherever located (all being collectively referred to herein as “the "Collateral”"):
(a) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the IssuersPledged Shares, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)together with, in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);case:
(bi) all shares, securities, moneys or property representing a dividend on any of the Pledged StockShares, or representing a distribution or return of capital upon or in respect of the Pledged StockShares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock Shares 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;Shares,
(cii) without affecting the obligations of the Company Pledgor under any provision prohibiting such action hereunder or under the Credit Loan Agreement, in the event of any consolidation or merger in which an Issuer the Pledgor is not the surviving corporation, all shares of each class of the Capital Stock capital stock of the successor corporation (unless such successor corporation is the Company Pledgor itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notesmerger; and
(hiii) all proceeds Proceeds of and to any of the property of the Company Pledgor described in the preceding clauses of this Section 3 1.01 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in Pledgor with respect of to any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers.;
Appears in 1 contract
Sources: Pledge Agreement (Motient Corp)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Company’s right, title and interest in the following property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “Collateral”):
(a) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(h) all proceeds of and to any of the property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, that in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the IssuersAmerica.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company each Pledgor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders Banks as hereinafter provided, a security interest in all of the Company’s such Pledgor's right, title and interest in the following property, whether now owned by the Company such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “Collateral”"COLLATERAL"):
(a) the shares of Capital Stock [common/preferred] stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of Capital Stock capital stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)Pledgor, in each case together with the certificates representing evidencing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”"PLEDGED STOCK");
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company such Pledgor under any provision prohibiting such action hereunder or under the Second Amended and Restated Credit Agreement, in the event of any consolidation or merger in which an Issuer AMENDED AND RESTATED PLEDGE AGREEMENT is not the surviving corporation, all shares of each class of the Capital Stock capital stock of the successor corporation (unless such successor corporation is the Company such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)merger;
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(he) all proceeds of and to any of the property of the Company such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers.
Appears in 1 contract
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company Parent hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the CompanyParent’s right, title and interest in the following property, whether now owned by the Company Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the CompanyParent) (all being collectively referred to herein as “Collateral”):
(a) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company Parent (provided, that, without limiting the obligation of the Company Parent to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company Parent under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company Parent itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company Parent to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company Parent in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company Parent to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the CompanyParent;
(e) intercompany obligations of foreign Subsidiaries owing to the CompanyParent;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(h) all proceeds of and to any of the property of the Company Parent described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company Parent in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. Notwithstanding the foregoing, the Collateral shall not include, and the Liens created under this Section 3.01 shall not encumber, the shares of Capital Stock of (i) Iron Mountain India Private Limited and (ii) Iron Mountain Services Private Limited. For the avoidance of doubt, the Company Parent shall be required to pledge non-Voting Stock of the Issuers.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
The Pledge. As (a) The Obligor hereby (x) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Priority Lien Secured Parties a lien on and a first priority security interest in the following property of the Obligor (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment in full and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured ObligationsPriority Lien Obligations and (y) assigns and transfers to the Collateral Trustee, the Company and hereby pledges and grants to the Administrative AgentCollateral Trustee, for the ratable benefit of the Lenders as hereinafter provided, Parity Lien Secured Parties a lien on and a second priority security interest in all of the Company’s rightPledged Collateral, title as collateral security for the prompt and interest in complete payment and performance when due (whether at the following propertystated maturity, whether now owned by the Company acceleration or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations otherwise) of the Company) (all being collectively referred to herein as “Collateral”):Parity Lien Obligations:
(ai) the shares of Capital Stock of the Issuers in EMMH identified in Annex 1 hereto and all or other shares of Capital Stock ownership interests of whatever class or character of the IssuersEMMH, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)Obligor, in each case together with the certificates representing (if any) evidencing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “"Pledged Stock”Interests");
(bii) all sharesstock, securities, moneys or property representing a dividend on any of the Pledged StockInterests, or representing a distribution or return of capital upon or in respect of the Pledged StockInterests, or resulting from a split-up, revision, reclassification or other like any change of the Pledged Stock Interests 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 StockInterests;
(ciii) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving EMMH or the Obligor in which an Issuer EMMH or the Obligor, respectively, is not the surviving corporationentity, all shares ownership interests of each any class of the Capital Stock or character of the successor corporation (unless such successor corporation is the Company itself) entity formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and together with all rightother certificates of membership interests, title and interest of the Company inshares, to and under any LLC Agreement (including without limitation all of the rightsecurities, title and interest (if any) properties or moneys as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items may from time to time in be pledged hereunder pursuant to clause (i) or (ii) above and this clause (iii) being herein collectively referred to as the Collateral Account;
(g) all promissory notes and all Intercompany Notes"Stock Collateral"); and
(hiv) all proceeds proceeds, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Company Obligor described in the preceding clauses of this Section 3 (including, without limitation, including all causes of action, claims and warranties now or hereafter held by the Company Obligor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, howeverincluding all tapes, thatcards, with respect computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to Voting Stocktime acting for the Obligor. This Agreement, and the security interests and Liens granted and created herein, secures the payment and the performance of all Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in no event shall each case, as may be more particularly set forth in the Collateral include more than 66% Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the security interests hereunder, all property in the possession or control of the total combined voting power Collateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Voting Stock of any Issuer organized under Priority Lien Secured Parties and as trustee for the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% benefit of the total combined voting power Parity Lien Secured Parties, subject to the terms of the Voting Stock of such Foreign Subsidiary Holdco. For Collateral Trust Agreement.
(b) Notwithstanding anything herein to the avoidance of doubtcontrary, the Company Obligor shall remain liable for all obligations under and in respect of the Pledged Collateral and nothing contained herein is intended or shall be required a delegation of duties to pledge non-Voting Stock of the IssuersCollateral Trustee or any other Secured Party.
Appears in 1 contract
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time to time arising, the Company Pledgor hereby pledges and grants to the Administrative Collateral Agent, for the benefit of the Lenders as hereinafter provided, Secured Parties a security interest Security Interest in and lien on all of the Company’s Pledgor's right, title and interest in in, to and under the following property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) and wherever located (all being collectively referred to herein as “the "Collateral”"):
(a) all Pledged Shares (other than the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date MVH Shares for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco so long as no share certificate shall be required to be pledged hereunderdelivered with respect thereto pursuant to Section 1.03(b)), together with, in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);case:
(bi) all shares, securities, moneys or property representing a dividend on any of the Pledged StockShares, or representing a distribution or return of capital upon or in respect of the Pledged StockShares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock Shares 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;Shares,
(cii) without affecting the obligations of the Company Pledgor under any provision prohibiting such action hereunder or under the Credit Loan Agreement, in the event of any consolidation or merger in which an Issuer the Pledgor is not the surviving corporation, all shares of each class of the Capital Stock capital stock of the successor corporation (unless such successor corporation is the Company Pledgor itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notesmerger; and
(hiii) all proceeds Proceeds of and to any of the property of the Company Pledgor described in the preceding clauses of this Section 3 1.01 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in Pledgor with respect of to any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers.;
Appears in 1 contract
Sources: Pledge Agreement (Motient Corp)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company Parent hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the CompanyParent’s right, title and interest in the following property, whether now owned by the Company Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the CompanyParent) (all being collectively referred to herein as “Collateral”):
(a) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company Parent (provided, that, without limiting the obligation of the Company Parent to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(h) all proceeds of and to any of the property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company each Canadian Borrower hereby pledges and grants to the Canadian Administrative Agent, for the benefit of the Canadian Lenders as hereinafter provided, a security interest in all of the Companysuch Canadian Borrower’s right, title and interest in the following property, whether now owned by the Company such Canadian Borrower or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Companysuch Canadian Borrower) (all being collectively referred to herein as “Collateral”):
(a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company such Canadian Borrower (provided, that, without limiting the obligation obligations of the Company Pledgors to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco Issuer shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company such Canadian Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company such Canadian Borrower itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation obligations of the Company Pledgors to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco Issuer shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(ge) intercompany obligations of foreign Subsidiaries owing to such Canadian Borrower;
(f) all promissory notes and all Intercompany Notes; and
(hg) all proceeds of and to any of the property of the Company such Canadian Borrower described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company any Canadian Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; . provided, however, that, that with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company Pledgors shall be required to pledge non-Voting Stock of the Issuers.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time to time arising, the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Company’s 's right, title and interest in the following property, whether now owned by the Company or hereafter acquired and whether now existing Pledge Agreement or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “"Collateral”):"), to the Administrative Agent for the benefit of the Secured Parties as hereinafter provided:
(a) the shares of Capital Stock of the Issuer or Issuers represented by the certificate or certificates identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)Company, in each case together with the certificates representing certificate or certificates, if any, evidencing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “"Pledged Stock”");.
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreementany other Loan Document, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (providedmerger, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on but only if such successor corporation is a Foreign Subsidiary Holdco Release Date for owned directly by the Company or any Foreign Domestic Subsidiary Holdco(the Pledged Stock, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunderhereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral");; and
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(h) all proceeds Proceeds of and to any of the property of the Company described in the preceding foregoing clauses (a), (b) and (c) of this Section 3 (including3; provided that, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, notwithstanding anything herein to the extent related to contrary, (i) the shares of voting Capital Stock of an Issuer that are pledged hereunder shall not at any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than time exceed 66% of the total combined issued and outstanding voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Capital Stock of such Foreign Subsidiary Holdco. For Issuer and (ii) if shares of any non-voting Capital Stock of an Issuer are pledged or required to be pledged hereunder and the avoidance Company notifies the Administrative Agent in writing that the creation or continuation of doubtsuch pledge, as the case may be, could have adverse tax consequences for the Company, then (y) with respect to shares that have not yet been pledged hereunder, the Company shall be required have no obligation to pledge non-Voting such shares hereunder and such shares shall not constitute Pledged Stock of and (z) with respect to shares pledged hereunder prior to such notice from the IssuersCompany, such shares shall be released from the pledge hereunder and shall no longer constitute Pledged Stock (and the Administrative Agent is hereby authorized, without further action by any other Secured Party, forthwith to release such pledge and cause to be assigned, transferred or delivered, against receipt but without any recourse, warranty or representation whatsoever, the certificate(s) for such shares and any related stock power theretofore delivered to the Administrative Agent hereunder).
Appears in 1 contract
Sources: Credit Agreement (Cambrex Corp)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in in, and confirms and continues the pledge and security interest created pursuant to the Existing Company Pledge Agreement in, all of the Company’s 's right, title and interest in the following property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “"Collateral”"):
(a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)Company, in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “"Pledged Stock”");
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)merger;
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(he) all proceeds of and to any of the property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers.Pledge Agreement ------------------------
Appears in 1 contract
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time to time arising, the Company hereby pledges and grants to (and hereby confirms and continues the Administrative Agent, for pledge and grant under the benefit of the Lenders Existing Pledge Agreement as hereinafter provided, amended and restated hereby of) a security interest in all of the Company’s 's right, title and interest in the following property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “"Collateral”):"), to the Collateral Agent for the benefit of the Secured Parties as hereinafter provided:
(a) the shares of Capital Stock of the Issuer or Issuers represented by the certificate or certificates identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)Company, in each case together with the certificates representing certificate or certificates, if any, evidencing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “"Pledged Stock”");.
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit any Debt Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (providedmerger, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on but only if such successor corporation is a Foreign Subsidiary Holdco Release Date for owned directly by the Company or any Foreign Domestic Subsidiary Holdco(the Pledged Stock, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required together Pledge Agreement with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunderhereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral");; and
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(h) all proceeds Proceeds of and to any of the property of the Company described in the preceding foregoing clauses (a), (b) and (c) of this Section 3 (including3; provided that, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, notwithstanding anything herein to the extent related to contrary, (i) the shares of voting Capital Stock of an Issuer that are pledged hereunder shall not at any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than time exceed 66% of the total combined issued and outstanding voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Capital Stock of such Foreign Subsidiary Holdco. For Issuer and (ii) if shares of any non-voting Capital Stock of an Issuer are pledged or required to be pledged hereunder and the avoidance Company notifies the Administrative Agent in writing that the creation or continuation of doubtsuch pledge, as the case may be, could have adverse tax consequences for the Company, then (y) with respect to shares that have not yet been pledged hereunder, the Company shall be required have no obligation to pledge non-Voting such shares hereunder and such shares shall not constitute Pledged Stock of and (z) with respect to shares pledged hereunder prior to such notice from the IssuersCompany, such shares shall be released from the pledge hereunder and shall no longer constitute Pledged Stock (and the Collateral Agent is hereby authorized, without further action by any other Secured Party, forthwith to release such pledge and cause to be assigned, transferred or delivered, against receipt but without any recourse, warranty or representation whatsoever, the certificate(s) for such shares and any related stock power theretofore delivered to the Collateral Agent hereunder).
Appears in 1 contract
Sources: Credit Agreement (Cambrex Corp)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company each Pledgor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Companysuch Pledgor’s right, title and interest in the following property, whether now owned by the Company such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “Collateral”):
(a) ): the shares of Capital Stock of the Issuers identified in Annex 1 hereto under the name of such Pledgor and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company such Pledgor (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);
(b) ; all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) ; without affecting the obligations of the Company such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) ; the Pledged LLC Interests and all right, title and interest of the Company relevant Pledgor in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company such Pledgor to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) such Pledgor; and intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and such Pledgor; the balance and all items from time to time in the Collateral Account;
(g) ; all promissory notes and all Intercompany Notes; and
(h) and all proceeds of and to any of the property of the Company such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, that in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% America. Cash Proceeds of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the IssuersCollateral.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company Parent hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the CompanyParent’s right, title and interest in the following property, whether now owned by the Company Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “Collateral”):
(a) ): the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company Parent (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”);
(b) ; all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) ; without affecting the obligations of the Company Parent under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company Parent itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) ; the Pledged LLC Interests and all right, title and interest of the Company Parent in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company Parent to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) Parent; intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and Parent; the balance and all items from time to time in the Collateral Account;
(g) ; all promissory notes and all Intercompany Notes; and
(h) and all proceeds of and to any of the property of the Company Parent described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company Parent in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, that in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% America. Cash Proceeds of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the IssuersCollateral.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company Pledgor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Company’s Pledgor's right, title and interest in the following propertyProperty, whether now owned by the Company Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “"Collateral”):"): Pledge Agreement
(a) the shares of Capital Stock common stock of the Issuers Company represented by the certificates identified in Annex 1 hereto and all other shares of Capital Stock capital stock of whatever class of the IssuersCompany or any other Subsidiary of the Pledgor, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)Pledgor, in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “"Pledged Stock”");
(b) all shares, securities, moneys or property Property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer the Company is not the surviving corporation, all shares of each class of the Capital Stock capital stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notesmerger; and
(hd) all proceeds of and to any of the property Property of the Company Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company Pledgor in respect of any of the items listed above) and, to the extent related to any property Property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect provided that Collateral shall not include shares of capital stock of any class issued by any Foreign Subsidiary to Voting Stock, in no event shall the Collateral include extent that the percentage of issued and outstanding shares of capital stock of such class subject to the Lien of this Agreement would constitute more than 6665% of the total combined voting power issued and outstanding shares of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock capital stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuersclass.
Appears in 1 contract
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company each Pledgor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, all of the Company’s such Pledgor's right, title and interest in the following property, whether now owned by the Company such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “"Collateral”"):
(a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of Capital Stock capital stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)Pledgor, in each case together with the certificates representing evidencing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “"Pledged Stock”");
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or 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) without affecting the obligations of the Company such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreementhereunder, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock capital stock of the successor corporation (unless such successor corporation is the Company such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)merger;
(d) the Pledged LLC Interests ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest of the Company in, to and under any the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant Missouri LLC Issuers and all of its ownership interests under each relevant the Missouri LLC Agreement), and all present and future rights of the Company such Pledgor to receive payment of money or other distributions distribution of payments arising out of or in connection with its ownership interests and its rights under each such the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the Company;same (collectively, the "Pledged LLC Interests"); and
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;; and Subsidiary Pledge Agreement ---------------------------
(g) all promissory notes and all Intercompany Notes; and
(hf) all proceeds of and to any of the property of the Company such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers.
Appears in 1 contract
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company whether now existing or hereafter from time to time arising, each Grantor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Company’s its right, title and interest in the following property, whether now owned by the Company or hereafter acquired by such Grantor and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “Collateral”):), to the Administrative Agent for the benefit of the Secured Parties as hereinafter provided:
(a) the shares of Capital Stock of the Issuer or Issuers identified in Annex 1 hereto and all other shares or other ownership interests of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder)Grantor, in each case together with the certificates representing certificate(s), if any, evidencing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, and subject to the proviso below, the “Pledged StockInterests”);
(b) . all sharesshares or other ownership interests, securities, moneys or property representing a dividend on any of the Pledged StockInterests, or representing a distribution or return of capital upon or in respect of the Pledged StockInterests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock Interests 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) Interests; without affecting the obligations of the Company such Grantor under any provision prohibiting such action hereunder or under the Credit Agreementany other Loan Document, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares or other ownership interests of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (providedmerger, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on but only if such successor corporation is a Foreign Subsidiary Holdco Release Date for owned directly by such Grantor or any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the Pledged LLC Interests other Grantor; and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by the Company;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account;
(g) all promissory notes and all Intercompany Notes; and
(h) all proceeds Proceeds of and to any of the property of the Company such Grantor described in the preceding foregoing clauses (a), (b) and (c) of this Section 3 (including3; provided that, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, notwithstanding anything herein to the extent related to contrary, (i) the shares or other ownership interests of voting Capital Stock of an Issuer that are pledged hereunder shall not at any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than time exceed 66% of the total combined issued and outstanding voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Capital Stock of such Foreign Subsidiary Holdco. For Issuer and (ii) if shares or other ownership interests of any non-voting Capital Stock of an Issuer are pledged or required to be pledged hereunder and such Grantor notifies the avoidance Administrative Agent in writing that the creation or continuation of doubtsuch pledge, as the case may be, could have adverse tax consequences for such Grantor, then (y) with respect to shares or other ownership interests that have not yet been pledged hereunder, such Grantor shall have no obligation to pledge such shares or other ownership interests hereunder and such shares or other ownership interests shall not constitute Pledged Interests and (z) with respect to shares or other ownership interests pledged hereunder prior to such notice from such Grantor, such shares or other ownership interests shall be released from the pledge hereunder and shall no longer constitute Pledged Interests (and the Administrative Agent is hereby authorized, without further action by any other Secured Party, forthwith to release such pledge and cause to be assigned, transferred or delivered, against receipt but without any recourse, warranty or representation whatsoever, the Company shall be required certificate(s) for such shares or other ownership interests and any related transfer power theretofore delivered to pledge non-Voting Stock of the IssuersAdministrative Agent hereunder, if any).
Appears in 1 contract
Sources: Credit Agreement (Cambrex Corp)