Consent of Grantor. To the extent the consent of a Grantor, whether in its capacity as a partner, member, general partner, managing member, shareholder, issuer, or otherwise, is required for the transfer, conveyance, or encumbrance of all or any portion of the Pledged Equity Interests in any partnership or limited liability company, such Grantor hereby irrevocably (a) consents to the grant of the security interests herein by all applicable Grantors described in this Security Agreement, (b) consents to the transfer or conveyance of the Pledged Equity Interests pursuant to Secured Party’s exercise of its rights and remedies under this Security Agreement or any of the other Loan Documents, at law or in equity, (c) consents to the admission of Secured Party, its nominees, or any other transferee of any Pledged Equity Interest as a partner (including as the general partner) or member (including as the managing member) of such partnership or limited liability company, and (d) agrees that all terms and conditions in the constituent documents applicable to the pledge of any Pledged Equity Interest, the enforcement thereof, the transfer of any Pledged Equity Interest or the admission of Secured Party, its nominees, or any other transferee of any Pledged Equity Interest as a partner (including as the general partner) or member (including as the managing member) of such partnership or limited liability company have been satisfied or waived. Each Grantor hereby irrevocably agrees not to vote to amend the applicable constituent documents to provide that its equity interests are securities governed by Article 8 of the UCC, and hereby agrees and acknowledges that any such vote shall be invalid and any such amendment shall be void ab initio.
Appears in 1 contract
Sources: Security Agreement (TSS, Inc.)
Consent of Grantor. To the extent the consent of a Grantor, whether in its capacity as a partner, member, general partner, managing member, shareholder, issuer, or otherwise, is required for the transfer, conveyance, or encumbrance of all or any portion of the Pledged Equity Interests in any corporation, partnership or limited liability company, such Grantor hereby irrevocably (ai) consents to the grant of the security interests herein by all applicable Grantors described in this Security Agreement, (bii) consents to the transfer or conveyance of the Pledged Equity Interests pursuant to Secured PartyLender’s exercise of its rights and remedies under this Security Agreement or any of the other Loan DocumentsNote Agreements, at law or in equity, (ciii) consents to the admission of Secured PartyLender, its nominees, or any other transferee of any Pledged Equity Interest as a partner (including as the general partner) or member (including as the managing member) of such partnership or limited liability company, and (div) agrees that all terms and conditions in the constituent documents applicable to the pledge of any Pledged Equity Interest, the enforcement thereof, the transfer of any Pledged Equity Interest or the admission of Secured PartyLender, its nominees, or any other transferee of any Pledged Equity Interest as a partner (including as the general partner) or member (including as the managing member) of such partnership or limited liability company have been satisfied or waived. Each Grantor hereby irrevocably agrees not to vote to amend the applicable constituent documents to provide that its equity interests are securities governed by Article 8 of the UCC, and hereby agrees and acknowledges that any such vote shall be invalid and any such amendment shall be void ab initio.
Appears in 1 contract
Sources: Pledge and Security Agreement (Electronic Cigarettes International Group, Ltd.)