Transfer of Pledged Shares Sample Clauses

Transfer of Pledged Shares. Party A shall not transfer any of the pledged shares without the permission of Party B during the term of this agreement.
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Transfer of Pledged Shares. Simultaneously with the execution of this Agreement, the Pledgor shall, or shall cause its transfer agent to, deliver to the Escrow Agent: (i) the Pledged Shares and all certificates representing or evidencing the Pledged Shares in the name of the Secured Party; and (ii) all other property, instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together with proper instruments of assignment or endorsement, as Secured Party may request or require, duly executed by the Pledgor (collectively, the “Transfer Documents”). The Pledged Shares and other Transfer Documents (collectively, the “Pledged Materials”) shall be held by the Escrow Agent pursuant to this Agreement until the full payment and performance of all of the Obligations, the termination or expiration of this Agreement, or delivery of the Pledged Materials in accordance with this Agreement. In addition, Pledgor acknowledges that pursuant to the terms of the SPA, the Pledgor may be required to pledge additional shares of its common stock as additional Pledged Shares under this Agreement in order to insure that the number of shares common stock pledged hereunder, together with any “Incentive Shares” (as defined in the SPA) owned by Secured Party as of the time of such calculation, is always the lesser of: (A) 4.99% of the then issued and outstanding shares of common stock of the Pledgor; or (B) 200% of the then outstanding amount owed pursuant to the Debentures (using VWAP as of the close of business on the day immediately prior to the date such calculation is made). In that regard, whenever such additional Pledged Shares are required to be delivered and pledged under this Agreement pursuant to the terms of the SPA, the Pledgor shall, or shall cause its transfer agent to, deliver to Escrow Agent the Pledged Materials for such additional shares within five (5) business days from the date that Secured Party notifies Pledgor of the requirement for such additional Pledged Shares under the terms of the SPA. In addition, all non-cash dividends, dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution of the Pledgor, instruments, securities and any other distributions, whether paid or payable in cash or otherwise, made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the Pledgor, or received in exchange fo...
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Transfer of Pledged Shares. The Company shall not assign, transfer or deliver any of the Pledged Shares to any person unless and until an Event of Default hereunder shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default hereunder, the Company may assign, transfer or deliver any of the Pledged Shares to any transferee of any interest in the Note and thereafter shall be fully discharged from all responsibility with respect to such Pledged Shares, but the Company shall retain all rights and powers hereunder with respect to any of the Pledged Shares remaining.
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Transfer of Pledged Shares. Until an "Event of Default" as defined under Section 5 below shall have occurred, Pledgor shall remain the record owner of the Pledged Shares. Upon an Event of Default, Pledgee may cause the Pledged Shares to be transferred, registered or otherwise put into the name of Pledgee or a nominee or nominees of Pledgee, and Pledgor shall take any steps deemed necessary or helpful by Pledgee to cause such transfer or registration in accordance with Section 6 below.
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Transfer of Pledged Shares. Upon and subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), USHSC will transfer and assign to Xxxxxxx, or his designee, all of USHSC’s right, title and interest in and to the Pledged Shares free and clear of all liens, encumbrances and claims of any nature.
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Transfer of Pledged Shares. We express no opinion as to the ability of the directors of the General Partner or the Limited Partner to authorize the future transfer of the relevant Pledged LP Units nor to bind (i) a future board of directors of the General Partner or the Limited Partner or (ii) future general partners or limited partners of the Limited Partnership to such transfer.
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Transfer of Pledged Shares. In connection with any transfer or assignment of the Put Right, the Pledgees may transfer all or any part of the Pledged Shares, and the transferee shall thereupon succeed to all the rights, powers and remedies granted the Pledgees hereunder with respect to the Pledged Shares so transferred. Upon such transfer, the Pledgees shall be fully discharged from all liability and responsibility for the transferred Pledged Shares.
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Transfer of Pledged Shares. If all or any part of the Pledged Shares or any interest therein is sold or transferred by Pledgor without Pledgee’s prior written consent, Pledgee may, at Pledgee’s option, declare all sums secured by this Pledge to be immediately due and payable.
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Transfer of Pledged Shares. Transfer all or part of the Collateral into the name of the Administrative Agent or its nominee, with or without disclosing that the Pledged Shares are subject to the Liens arising under this Agreement.
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Related to Transfer of Pledged Shares

  • Delivery of Pledged Shares Upon the execution of this Pledge Agreement, Pledgor shall deliver to the Company the certificate(s) representing the Pledged Shares, together with duly executed forms of assignment sufficient to transfer title thereto to the Company.

  • Retention of Pledged Collateral To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason.

  • Release of Pledged Collateral The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.

  • Certain Sales of Pledged Collateral (a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

  • Sale of Pledged Collateral Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and without notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any holder of the Secured Obligations may in such event bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed postage prepaid to such Pledgor in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten (10) days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

  • Delivery of Pledged Collateral All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Agent, for itself and the benefit of Lenders, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by Pledgor.

  • Pledged Stock; Stock Powers; Pledged Notes The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

  • Pledged Shares (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Non-Voting Equity") owned by such Pledgor of each Foreign Subsidiary set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

  • Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities (1) You may transfer within escrow to a financial institution the escrow securities you have pledged, mortgaged or charged under section 4.2 to that financial institution as collateral for a loan on realization of the loan.

  • Exercise of Pledge 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge.

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