Common use of Transfer, Other Liens, and Additional Shares Clause in Contracts

Transfer, Other Liens, and Additional Shares. Each Pledgor will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the Liens and security interests under this Pledge Agreement and Permitted Liens. Each Pledgor further agrees that it will (A) cause each issuer of the Pledged Collateral not to issue any other membership interests, partnership interests, capital stock, or other securities in addition to or in substitution for the Pledged Collateral issued by such issuer, except to such Pledgor and (B) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any additional membership interests, partnership interests, capital stock, joint venture interests or other securities of an issuer of the Pledged Collateral. Such Pledgor shall not approve any amendment or modification of any of the Pledged Collateral unless it shall have given at least ten Business Days’ prior written notice (or such lesser period as may be agreed by the Administrative Agent in writing) to the Administrative Agent and such amendment or modification would not be materially adverse to the interests of the Secured Parties.

Transfer, Other Liens, and Additional Shares. Each Pledgor agrees that it will not (ia) except as otherwise permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (iib) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the Liens and security interests under this Pledge Agreement and Permitted Liens. Each Pledgor further agrees that it will (Aa) cause each issuer of the Pledged Collateral that is a Subsidiary of such Pledgor not to issue any other membership interests, partnership interests, capital stock, or other securities Equity Interests in addition to or in substitution for the Pledged Collateral issued by such issuer, except (i) with respect to a Subsidiary other than a Restricted Subsidiary, to such Pledgor or any other Pledgor, and (ii) with respect to a Restricted Subsidiary, to such Pledgor and to the other Equity Interest owners of such issuer existing on the date hereof; provided that, any such issuance of Equity Interests shall not result in such Pledgor owning a smaller percentage of all issued and outstanding Equity Interests of such issuer than that percentage that the Pledgor owned on the date hereof, and (Bb) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any additional membership interests, partnership interests, capital stock, joint venture interests or other securities Equity Interests of an issuer of the Pledged Collateral. Such No Pledgor shall not approve any material amendment or modification of any of the Pledged Collateral unless it shall have given at least ten Business Days’ without the Secured Party’s prior written notice (or such lesser period as may be agreed by the Administrative Agent in writing) to the Administrative Agent and such amendment or modification would not be materially adverse to the interests of the Secured Partiesconsent.

Transfer, Other Liens, and Additional Shares. Each Pledgor agrees that it will not (ia) except as otherwise permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (iib) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the Liens and security interests under this Pledge Agreement and Permitted Liens. Each Pledgor further agrees that it will (Aa) cause each issuer of the Pledged Collateral that is a Subsidiary of such Pledgor not to issue any other membership interests, partnership interests, capital stock, or other securities Equity Interests in addition to or in substitution for the Pledged Collateral issued by such issuer, issuer except with respect to such Subsidiary to such Pledgor or any other Pledgor; provided that, any such issuance of Equity Interests shall not result in such Pledgor owning a smaller percentage of all issued and outstanding Equity Interests of such issuer than that percentage that the Pledgor owned on the date hereof, and (Bb) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any additional membership interests, partnership interests, capital stock, joint venture interests or other securities Equity Interests of an issuer of the Pledged Collateral. Such No Pledgor shall not approve any material amendment or modification of any of the Pledged Collateral unless it shall have given at least ten Business Days’ without the Secured Party’s prior written notice (or such lesser period as may be agreed by the Administrative Agent in writing) to the Administrative Agent and such amendment or modification would not be materially adverse to the interests of the Secured Partiesconsent.

Transfer, Other Liens, and Additional Shares. Each No Pledgor will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or Collateral, except as permitted under the Credit Agreement, (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for Permitted Liens or (iii) create or permit to exist any Lien prior to the Liens and security interests under this Pledge Agreement and Lien of the Administrative Agent hereunder upon or with respect to any of the Pledged Collateral, except for Permitted Priority Liens. Each Pledgor further agrees that it will (A1) cause each issuer of the Pledged Collateral that is an Affiliate of such Pledgor (and use commercially reasonable efforts to cause any other such issuer of the Pledged Collateral) not to issue any other membership interests, partnership interests, shares, capital stock, joint venture interests or other securities in addition to or in substitution for the Pledged Collateral issued by such issuer, except to such Pledgor and any other equity holder in accordance with their respective ownership interests and (B2) promptly pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any additional membership interests, partnership interests, shares, capital stock, joint venture interests or other securities of an issuer of the Pledged Collateral. Such No Pledgor shall not approve any amendment or modification of any of the Pledged Collateral unless (i) it shall have given at least ten five (5) Business Days’ prior written notice (or such lesser period as may be agreed by the Administrative Agent in writingAgent) to the Administrative Agent and (ii) such amendment or modification would not be materially adverse to the interests of the Secured Parties.

Transfer, Other Liens, and Additional Shares. Each Pledgor agrees that it will not (ia) except as otherwise permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (iib) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the Liens and security interests under this Pledge Agreement and Permitted Liens. Each Pledgor further agrees that it will (Aa) cause each issuer of the Pledged Collateral that is a Subsidiary of such Pledgor not to issue any other membership interests, partnership interests, capital stock, or other securities Equity Interests in addition to or in substitution for the Pledged Collateral issued by such issuer, except (i) with respect to a Subsidiary other than the Restricted Subsidiary, to such Pledgor or any other Pledgor, and (ii) with respect to the Restricted Subsidiary, to such Pledgor and to the other Equity Interest owners of such issuer existing on the date hereof; provided that, any such issuance of Equity Interests shall not result in such Pledgor owning a smaller percentage of all issued and outstanding Equity Interests of such issuer than that percentage that the Pledgor owned on the date hereof, and (Bb) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any additional membership interests, partnership interests, capital stock, joint venture interests or other securities Equity Interests of an issuer of the Pledged Collateral. Such No Pledgor shall not approve any material amendment or modification of any of the Pledged Collateral unless it shall have given at least ten Business Days’ without the Secured Party's prior written notice (or such lesser period as may be agreed by the Administrative Agent in writing) to the Administrative Agent and such amendment or modification would not be materially adverse to the interests of the Secured Partiesconsent.

Transfer, Other Liens, and Additional Shares. Each Pledgor agrees that it will not (ia) except as otherwise permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (iib) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the Liens and security interests under this Pledge Agreement and Permitted Liens. Each Pledgor further agrees that it will (Aa) cause each issuer of the Pledged Collateral that is a Subsidiary of such Pledgor not to issue any other membership interests, partnership interests, capital stock, or other securities Equity Interests in addition to or in substitution for the Pledged Collateral issued by such issuer, except (i) with respect to a Subsidiary, to such Pledgor or any other Pledgor, and (ii) with respect to an Excluded Subsidiary, to such Pledgor and to the other Equity Interest owners of such issuer existing on the date hereof; provided that, any such issuance of Equity Interests shall not result in such Pledgor owning a smaller percentage of all issued and outstanding Equity Interests of such issuer than that percentage that the Pledgor owned on the date hereof, and (Bb) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any additional membership interests, partnership interests, capital stock, joint venture interests or other securities Equity Interests of an issuer of the Pledged Collateral. Such No Pledgor shall not approve any material amendment or modification of any of the Pledged Collateral unless it shall have given at least ten Business Days’ without the Secured Party’s prior written notice (or such lesser period as may be agreed by the Administrative Agent in writing) to the Administrative Agent and such amendment or modification would not be materially adverse to the interests of the Secured Partiesconsent.