Collateral Shares. Certificates evidencing the Collateral Shares shall not contain a legend (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Collateral Shares pursuant to Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC).
Collateral Shares. Bron hereby agrees that 1,000,000 shares of Acquiror Common Stock (as adjusted pursuant to any reclassification, recapitalization, split-up, combination, stock dividend or exchange) that Bron is entitled to receive in the Merger in exchange for the Target Common Stock (the “Collateral Shares”), which shares shall be issued in the name of Bron and shall be pledged as collateral during the Indemnification Period. Bron shall at the Effective Time pledge and grant to Acquiror a first-priority security interest in the Collateral Shares and shall assign, transfer and deliver to Acquiror the Collateral Shares, together with the certificates evidencing the same, accompanied by stock transfer powers executed in blank, to secure performance of Bron’s indemnification obligations hereunder. In the event that any additional documents or further action shall hereafter be, in the discretion of Acquiror, necessary to create, perfect or maintain its security interest in the Collateral Shares, Bron shall, at the reasonable request of Acquiror, execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for creating, perfecting and maintaining the valid security interest of Acquiror in the Collateral Shares. During the Indemnification Period, Bron shall have the right to vote and receive any cash dividends declared and paid on any Collateral Shares held by Acquiror (other than Collateral Shares which have been foreclosed upon in satisfaction of a demand for indemnification pursuant to Section 7.3 below). Upon expiration of the Indemnification Period, Acquiror’s security interest in any Collateral Shares remaining in the possession of Acquiror shall be released and the certificates representing such shares, together with stock transfer powers executed by Bron, shall be delivered to Bron.
Collateral Shares. Until the Custodian shall receive written notice from the Lender that all of the Obligations have been fully paid and satisfied, the parties hereto agree as follows:
Collateral Shares. Until the Custodian shall receive written notice ----------------- from the Bank that all of the Obligations have been fully paid and satisfied, the parties hereto agree as follows:
Collateral Shares. 3.2. As security for the payment of the obligations of the Borrower to the Lender (other than with respect to amounts outstanding under that certain $10,000,000 Subordinated Debenture dated the date hereof that are deemed to be Tier 2 Capital of Borrower in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies), whether now or hereafter existing and howsoever evidenced, or any extension or renewal thereof, including, without limitation, all obligations under the Loan Agreement, the related Notes, dated as of November 27, 2002, and the Pledge Agreement (collectively, the "OBLIGATIONS"), the Borrower has previously pledged and assigned to the Lender under the Loan Agreement and the Pledge Agreement, the Subsidiary Bank Shares (with all income and profits thereof, all distributions thereon, all other proceeds thereof and all rights, benefits and privileges pertaining or arising thereunder, the "Collateral").
Collateral Shares. (a) As security for the payment of the obligations ----------------- of the Borrower to the Bank, whether now or hereafter existing and howsoever evidenced, or any extension or renewal thereof, including, without limitation, all obligations under the Loan Agreement, the related Revolving Note dated as of February 11, 2000, and the Pledge Agreement (collectively, the "Obligations"), the Borrower has previously pledged and assigned to the Bank under the Loan Agreement and the Pledge Agreement, as the same may be amended from time to time, among other things, the PrivateBank Shares and the PrivateBank St. Louis Shares and the Pledged Security, as defined in the Pledge Agreement (collectively with all income and profits thereof, all distributions thereon, all other proceeds thereof and all rights, benefits and privileges pertaining or arising thereunder, the "Collateral Shares"); and
Collateral Shares. The stock certificates evidencing the 13,200,000 Collateral Shares that are being delivered to Med by PIBL (as agent for the Holders of the Amended Debentures) in accordance with the terms and conditions of this Agreement represent the only certificates evidencing equity securities of Med that have been received by PIBL, the Holders, or their respective affiliates in connection with the Original Debentures.
Collateral Shares. PIBL shall have delivered to Med all of the original stock certificates representing the Collateral Shares, together with stock powers therefor executed in blank.
Collateral Shares. The Company and the Holder hereby agree that the Debenture will be secured by 3,500,000 shares of Common Stock of the Company, which are beneficially held by Pxxxx Xxxxxx Xxxx, the Chief Executive Officer of the Company (the “Collateral Shares”) and originate from that certain Consulting Agreement dated April 30, 2012 between the Company and Mx. Xxxx. The Collateral Shares shall be held in the office of Szaferman Lxxxxx Xxxxxxxxx & Bxxxxx, PC, as the escrow agent. Within three (3) business days from an Event of Default, the Company, at its expenses, shall cause its counsel to deliver to the transfer agent a legal opinion pursuant to Rule 144 under the Securities Act, assuming all required documentation have been provided by the Holder. In the event that the net proceeds from the sale of Collateral Shares do not provide adequate coverage of all amounts owing pursuant to this Debenture, the Company shall have five (5) business days to remedy the inadequate amount through the repayment of cash or issuance of shares, subject to the Holder’s acceptance. The Holder shall have full recourse against the Company. Upon termination of the Debenture, the Collateral Shares shall be immediately returned to the Company.
Collateral Shares. 1.1. As security for the payment of the obligations of the Borrower to the Lender (other than with respect to amounts outstanding under that certain $25,000,000 Subordinated Debenture dated the date hereof that are deemed to be Tier 2 Capital of Borrower in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt of bank holding companies), whether now or hereafter existing and howsoever evidenced, or any extension or renewal thereof, including, without limitation, all obligations under the Loan Agreement, the Notes, and the Pledge Agreement (collectively, the “Obligations”), the Borrower has previously pledged and assigned to the Lender under the Loan Agreement and the Pledge Agreement, the Subsidiary Bank Shares (with all income and profits thereof, all distributions thereon, all other proceeds thereof and all rights, benefits and privileges pertaining or arising thereunder, the “Collateral”).
