The Pledged Shares Sample Clauses
The Pledged Shares clause defines which shares are being used as collateral in a secured transaction. It typically specifies the class, number, and identifying details of the shares that the pledgor is offering to the pledgee as security for an obligation, such as a loan. By clearly identifying the pledged shares, this clause ensures that both parties understand exactly what assets are subject to the security interest, thereby reducing the risk of disputes and providing clarity in the event of default or enforcement.
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The Pledged Shares. The pledged Shares, (i) shall be held in escrow by counsel to the Pledgee; (ii) shall have been held by Pledgor for a period of at least one year prior to the date hereof; and (iii) shall, except as otherwise provided herein, while the Notes are outstanding, have an aggregate value equal to 200% of the outstanding principal balance of the Notes ("PLEDGED SHARES VALUE"), PROVIDED, that, if at any time while the Notes are outstanding, the Pledged Shares Value (as defined below) drops below 150% of the outstanding principal balance of the Notes, then the Pledgor shall, within five days after receipt of written notice from Pledgee requesting additional Shares, deposit with counsel to the Pledgee, to be held in escrow, additional Shares so that the aggregate value of the Shares shall equal the Pledged Shares Value. The Shares shall be held as collateral security for the timely and full satisfaction of all obligations of Pledgor (including the obligations to timely deliver Underlying Shares as and when required by the Transaction Documents), whether matured or unmatured, now or hereafter existing or created and becoming due and payable, under the Transaction Documents (such obligations are collectively the "OBLIGATIONS"). For purposes hereof, the aggregate value of the Shares shall be equal to the average of the closing bid prices of the Shares for the ten Trading Days immediately preceding the date of any such determination multiplied by the aggregate number of Shares then being held as collateral. EXHIBIT A attached hereto, shows how the actual number of shares of U.S. Wireless stock required to be pledged hereunder (without regard to any additional shares that may be required) were determined.
The Pledged Shares. Attached hereto as Exhibit A is the [Confirmation statement][Account statement] dated ______________, 200_, provided to Debtor confirming Debtor’s [purchase/ownership] of the Pledged Shares.
The Pledged Shares all dividends, monies and other rights, assets or benefits from time to time ascribed or capable of being ascribed to the Pledged Shares or otherwise received or receivable in relation to the Pledged Shares during the period of validity of the pledge, in relation to or in exchange for the Pledged Shares;
The Pledged Shares. The Pledged Shares are validly issued, fully paid and are free and clear of any Security Interest (other than pursuant to this Pledge), options, third party rights or any restrictions or limitations on transfer, including pursuant to the articles of association of IC Power and any relevant law or contract.
The Pledged Shares. (a) The Pledged FCR Shares shall, on Financial Close and thereafter, be held in a securities deposit in the Gazit Canada Charged Account and the Gazit 2003 Charged Account and shall be beneficially owned by Gazit Canada, Gazit 2003 or any other Guarantor, as applicable, and be free and clear of all Encumbrances, options or other rights of third parties of whatsoever nature, save for: (i) Encumbrances in favour of the Lender pursuant to the Security Documents; (ii) Permitted Liens (as such term is respectively defined in the Gazit Canada Israeli Pledge and the Gazit Canada Ontario Pledge and in the Gazit 2003 Israeli Pledge and the Gazit ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇); and (iii) the tag-along rights of ▇▇▇▇▇-▇▇▇▇ under clause 2.01 of the shareholders’ agreement relating to FCR dated as of October 5, 2000, provided however, that, as of October 5, 2010 such tag-along rights shall not apply to any sale of shares constituting part of the Pledged FCR Shares upon realization by the Lender of such shares.
(b) As of the date of signature of this Agreement, FCR’s dividend policy is as described in FCR’s annual information form dated March 19, 2010.
(c) The shares of Gazit Canada owned from time to time by the Borrower and all shareholders’ loans made from time to time to Gazit Canada by the Borrower and the shares of Gazit 2003 or any other Guarantor owned from time to time by the Borrower and all shareholders’ loans made from time to time to Gazit 2003 or any other Guarantor by the Borrower shall, on Financial Close and thereafter, be free and clear of all Encumbrances, options or other rights of third parties of whatsoever nature, save for Encumbrances in respect of the Pledged Preferred Shares.
(i) On Financial Close and thereafter, all rights of Gazit Canada with respect to the Pledged FCR Shares and all Related Rights thereto shall be legally, validly and effectively charged in favour of the Lender under the Gazit Canada Israeli Pledge and the Gazit Canada Ontario Pledge.
(ii) On Financial Close and thereafter, all rights of Gazit 2003 with respect to the Pledged FCR Shares and all Related Rights thereto shall be legally, validly and effectively charged in favour of the Lender under the Gazit 2003 Israeli Pledge and the Gazit ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. The aforegoing shall apply also to any additional Guarantor (other than Gazit Canada) from the time of becoming a Guarantor.
(iii) On Financial Close and thereafter, all rights of the Borrower with respect to the Pledged Preferr...
The Pledged Shares. The Pledged Shares pledged pursuant to the Pledge Agreement are shares of Class B Common Stock. Each holder of Class B Common Stock has the right to convert each share of its Class B Common Stock into that number of shares of Common Stock determined by dividing the number of shares of Class B Common Stock being converted by a twenty percent (20%) discount of the lowest price that the Company had ever issued its Common Stock.
The Pledged Shares. The UCC-1 Financing Statements.
The Pledged Shares. The Pledged Shares shall serve as Collateral only as to Notes purchased by the Lenders, up to the sum of $1,750,000.00, which are purchased on or after December 30, 1999 and additional notes in the sum of $250,000.00, if subsequently agreed to by the Borrower and the Agent on behalf of the Lenders. All other Collateral, other than the Pledged Shares, shall serve (or continue to serve, as the case may be) as Collateral as to all Notes, including those Notes secured by the Pledged Shares.
The Pledged Shares. The Grantor and the Issuer represent and warrant to, and agree with, the Secured Party that:
(a) The Pledged Shares are uncertificated securities. The Issuer is the issuer of the Pledged Shares. The Grantor is the record holder and beneficial owner of the Pledged Shares.
(b) The Grantor and the Issuer do not know of any lien on, claim to, interest in or restriction on transfer of (other than pursuant to applicable securities laws) the Pledged Shares except for claims and interests of the parties referred to in this Agreement.
(c) For purposes of Section 8-110(d) of the Uniform Commercial Code, the jurisdiction of the Issuer in relation to the Pledged Shares shall be the State of New York.