Covenants of Pledgor. Pledgor hereby covenants and agrees as follows: 4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto. 4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement. 4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void. 4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear. 4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder. 4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral. 4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto. 4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder. 4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 3 contracts
Sources: Pledge Agreement (Accesspoint Corp /Nv/), Pledge Agreement (Accesspoint Corp /Nv/), Pledge Agreement (Djokovich Tom M)
Covenants of Pledgor. Each Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with respect thereto.Noteholder Representative’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Noteholder Representative may in good faith direct;
4.2 (c) To cause such Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of Noteholder Representative on the Collateral;
(d) In the event any Ownership Interests become certificated, to deliver immediately to Noteholder Representative any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and upon delivery of any such certificate, to execute and deliver to Noteholder Representative one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Noteholder Representative, pursuant to which such Pledgor shall notassigns, except as provided for in this Agreementblank, without Holder's prior written consentall Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Noteholder Representative as part of the Collateral;
(e) To take such steps as Noteholder Representative may be withheld from time to time reasonably request to perfect Noteholder Representative’s security interest in Holder's absolute discretion, the Ownership Interests under applicable law;
(f) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein part of the Collateral to the extent prohibited by the Loan Documents;
(g) After the occurrence and during the continuance of an Event of Default, not to receive any dividend or contract distribution or other benefit with respect to do such Company, and not to vote, consent, waive or ratify any action taken without the prior written consent of the Noteholder Representative;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the foregoing). Holder shall be deemed to have consented to any transfer Collateral, other than Permitted Encumbrances and liens in favor of Noteholder Representative, for its benefit and the benefit of the Shares pursuant to exercise of Purchasers, or as permitted by the Option Agreement.Loan Documents;
4.3 Pledgor shall not, without Holder's prior written consent: (i) amendThat such Pledgor will, supplementupon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Noteholder Representative, terminate for its benefit and the benefit of the Purchasers, pursuant to any of the Loan Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days deliver to Noteholder Representative a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which such Pledgor shall pledge to Noteholder Representative, for its benefit and the benefit of the Purchasers, all of such additional Ownership Interests. Prior to the delivery thereof to Noteholder Representative, all such additional Ownership Interests shall be held by such Pledgor separate and apart from its other property and in express trust for Noteholder Representative, for its benefit and the benefit of the Purchasers, subject to Permitted Encumbrances;
(j) That such Pledgor consents to the admission of Noteholder Representative (and its assigns or otherwise modify designee) as a member, partner or stockholder of such Company upon Noteholder Representative’s acquisition of any of the Ownership Interests in each case from and after the occurrence and continuation of an Event of Default;
(k) Other than equity interests of such Pledgor that are already certificated on the date hereof, that such Pledgor shall not take any action to cause any equity interest of the Collateral Document; (ii) release, relinquish to be or waive any rightbecome a “security” within the meaning of, or grant to be governed by, Article 8 (Investment Securities) of the Uniform Commercial Code as in effect under the laws of any approval state having jurisdiction (the “UCC”), and shall not cause such Company to “opt in” or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect seeking to establish any equity interest of the Collateral as a “security” or to become certificated; and
(l) The Noteholder Representative and the Pledgors agree and acknowledge that any Collateral which regulated under State Cannabis Laws is inconsistent with pledged, assigned and granted to Noteholder Representative pursuant to this Agreement to the fullest extent permitted (or which could impair Holder's interests hereundernot prohibited) by the State Cannabis Laws. Any In the event that State Cannabis Laws prohibit, limit or restrict any such terminationpledge, modification, waiver, approval assignment or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting grant of a security interest in the Collateral, including without limitation actionsor if Regulatory Approval is required for a security interest in such Collateral to be valid, proceedings effective or enforceable, then each Pledgor shall appear, do and claims challenging Pledgor's title perform, or cause to the Collateral or the validity or priority of Holder's rights hereunderbe done and performed, all such further acts and things, and shall reimburse Holder on demand for execute and deliver all costs such applications, certificates, instruments and expensesdocuments, including reasonable attorneys' feesand in all cases shall cooperate fully with and assist Noteholder Representative in any process, incurred by Holder as the Regulatory Authority or applicable State Cannabis Laws may require in order to obtain Regulatory Approval of the security interests in favor of the Noteholder Representative in any such action Collateral. Whether or proceeding not State Cannabis Laws prohibit, permit or regulate the pledge, assignment or grant of a security interest in which Holder any such Collateral otherwise subject to such State Cannabis Laws, if the Noteholder Representative determines (in its sole discretion) that the applicable state Regulatory Authority may appear.
4.5 Pledgor shall keep accurate and complete records with respect to grant approval, authorization or consent of the Noteholder Representative’s security interest the Collateral and prior to an actual transfer, assignment or conveyance of such Collateral upon or after an Event of Default, then the Pledgors that have granted, pledged or assigned (or purported to grant, pledge or assign) a security interest in the Collateral (the “Granting Pledgor Parties”) to Noteholder Representative, shall, if required upon request by Holder from time Noteholder Representative, use their best, diligent, good faith efforts, and shall cooperate fully with and assist Noteholder Representative in any process, to timeas promptly as possible after closing, promptly deliver reports to Holder with respect to obtain Regulatory Approval for the Collateral security interests of the Noteholder Representative in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral. If applicable State Cannabis Laws do prohibit or otherwise regulate the pledge, assignment or grant of a security interest in the Collateral, and if the Noteholder Representative determines (in its sole discretion) that the applicable state Regulatory Authority will not grant approval, authorization or consent of the Noteholder Representative’s security interest in the Collateral prior to an actual transfer of such Collateral upon or after an Event of Default, then each Granting Pledgor Party shall, upon an Event of Default and at the request of Noteholder Representative, use their best, diligent, good faith efforts to, as promptly as possible after receiving a request from Noteholder Representative, appear, do and perform, or cause to be done and performed, all such further acts and things, and execute and deliver all such applications, certificates, instruments and documents, and shall cooperate fully with and assist Noteholder Representative in any process, in order to obtain Regulatory Approval for the transfer, conveyance and assignment of the Collateral to the Noteholder Representative (or its designee). Damages in the event of breach of this section by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed by each Pledgor and Noteholder Representative, that Noteholder Representative, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicableprovisions hereof, and in each of the parties hereto hereby waives any event within three (3) days and all defenses it may have on the ground of Pledgor's learning thereof, Pledgor shall, lack of jurisdiction or competence of the court to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment grant such an injunction or other legal process levied against equitable relief. The existence of this right will not preclude any such person from pursuing any other rights and remedies at law or in equity which such person may have. Each Pledgor that holds or owns any right, title or interest in the Collateral hereby covenants and agrees that it will not, and will not permit any Pledgor to, create, incur, assume or suffer to exist any Lien or encumbrance whatsoever upon any of the Collateral; , whether now owned or (ii) any event or hereafter acquired, other circumstance which could materially and adversely affect than the value of any Collateral (excluding market or quotation fluctuations Liens in the price favor of the Shares) or Holder's rights or remedies with respect theretoNoteholder Representative.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 3 contracts
Sources: Pledge Agreement (TILT Holdings Inc.), Junior Pledge Agreement (TILT Holdings Inc.), Pledge Agreement (TILT Holdings Inc.)
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with Purchaser’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Purchaser may in good faith direct;
(c) To cause Issuer to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral;
(d) To deliver and deposit with the Purchaser immediately upon the execution and delivery of this Agreement in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Ownership Interests or other Collateral, and to execute and deliver to Purchaser one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Purchaser, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Purchaser as part of the Collateral.
(e) To deliver immediately to Purchaser any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Purchaser one or more Transfer Powers, which such Transfer Powers shall be held by Purchaser as part of the Collateral;
(f) To execute and deliver to Purchaser such financing statements as Purchaser may request with respect thereto.to the Ownership Interests, and to take such other steps as Purchaser may from time to time reasonably request to perfect Purchaser’s security interest in the Ownership Interests under applicable law;
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, (g) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein (or contract to do any part of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, except for Permitted Encumbrances (as defined in the Note Purchase Agreement);
(h) After an Event of Default under the Financing Documents (including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxesthis Agreement), assessments, license fees and not to receive any dividend or distribution or other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicablebenefit with respect to Issuer, and not to vote, consent, waive or ratify any action taken, that would in any event within three (3) days such case violate or be inconsistent with any of Pledgor's learning thereofthe terms and provisions of this Agreement, Pledgor shall, or any of the Financing Documents or that would materially impair the position or interest of Purchaser in the Collateral or dilute the Ownership Interests pledged to the extent Pledgor shall have actual knowledge, notify Holder of: Purchaser under this Agreement;
(i) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any attachment or other legal process levied against lien upon any of the Collateral; or , other than liens in favor of Purchaser, except for other Permitted Encumbrances (iias defined in the Note Purchase Agreement);
(j) any event or other circumstance which could materially and adversely affect the value That Pledgor will, upon obtaining ownership of any Collateral (excluding market or quotation fluctuations in the price other Ownership Interests otherwise required to be pledged to Purchaser, pursuant to any of the SharesFinancing Documents, which Ownership Interests are not already Pledged Interests, within ten (10) or Holder's rights or remedies with Business Days deliver to Purchaser a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect thereto.
4.8 At of any time and from time such additional Ownership Interests pursuant to time, upon demand by Holder, which Pledgor shall executepledge to Purchaser all of such additional Ownership Interests. Prior to the delivery thereof to Purchaser, deliverall such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for Purchaser;
(k) That Pledgor consents to the admission of Purchaser (and its assigns or designee) as a member, acknowledge, file and/or record partner or stockholder of Issuer upon Purchaser’s acquisition of any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.the Ownership Interests; and
Appears in 3 contracts
Sources: Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.)
Covenants of Pledgor. (a) Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consentgeneral: (i) amendto indemnify Mercator against all losses, supplementclaims, terminate demands, liabilities and expenses of every kind arising from the security interest in the Collateral and Proceeds granted herein, but excluding any such losses, claims, demands, liabilities and expenses as may be attributable solely to Mercator's gross negligence or otherwise modify any Collateral Documentwillful misconduct; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for pay all costs and expenses, including without limitation reasonable attorneys' fees, incurred by Holder Mercator in any the perfection and preservation of the Collateral or Mercator's interest therein and/or the realization, enforcement and exercise of Mercator's rights, powers and remedies hereunder; (iii) to permit Mercator to exercise its powers; and (iv) to execute and deliver such action or proceeding in which Holder may appeardocuments as Mercator reasonably deems necessary to create, perfect and continue the security interests contemplated hereby.
4.5 (b) Pledgor shall keep accurate and complete records agrees with respect regard to the Collateral and shallProceeds, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral unless Mercator agrees otherwise in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder ofwriting: (i) not to permit any attachment lien on the Collateral or other legal process levied against Proceeds, except in favor of Mercator; (ii) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the CollateralCollateral or Proceeds or any interest therein; or (iiiii) to keep complete and accurate records regarding all Collateral and Proceeds, and to permit Mercator to inspect the same and make copies thereof at any event or other circumstance which could materially reasonable time; (iv) after the occurrence and adversely affect during the value continuance of any Collateral (excluding market or quotation fluctuations Event of Default, if requested by Mercator, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Mercator, and to immediately endorse as appropriate and deliver such Proceeds to Mercator daily in the price exact form in which they are received together with a collection report in form satisfactory to Mercator; (v) not to commingle Collateral or Proceeds, or collections thereunder, with other property; (vi) after the occurrence and during the continuance of any Event of Default, in the Sharesevent Mercator elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Mercator in connection therewith, including without limitation expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vii) to provide any service and do any other acts which may be reasonably necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (viii) if the Collateral or Holder's rights or remedies Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Mercator's interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Pledge Agreement.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 3 contracts
Sources: Pledge Agreement (Mediabus Networks Inc), Pledge Agreement (Mediabus Networks Inc), Pledge Agreement (Mediabus Networks Inc)
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with Lender’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Lender may in good faith direct;
(c) To cause Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral;
(d) To deliver and deposit with the Lender immediately upon the execution and delivery of this Agreement in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Ownership Interests or other Collateral, and to execute and deliver to Lender one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Lender, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Lender as part of the Collateral.
(e) To deliver immediately to Lender any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Lender one or more Transfer Powers, which such Transfer Powers shall be held by Lender as part of the Collateral;
(f) To execute and deliver to Lender such financing statements as Lender may request with respect thereto.to the Ownership Interests, and to take such other steps as Lender may from time to time reasonably request to perfect Lender’s security interest in the Ownership Interests under applicable law;
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, (g) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein (or contract to do any part of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, except for Permitted Encumbrances (as defined in the NWP Agreement);
(h) After an Event of Default under the Financing Documents (including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxesthis Agreement), assessments, license fees and not to receive any dividend or distribution or other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicablebenefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would in any event within three (3) days such case violate or be inconsistent with any of Pledgor's learning thereofthe terms and provisions of this Agreement, Pledgor shall, or any of the Financing Documents or that would materially impair the position or interest of Lender in the Collateral or dilute the Ownership Interests pledged to the extent Pledgor shall have actual knowledge, notify Holder of: Lender under this Agreement;
(i) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any attachment or other legal process levied against lien upon any of the Collateral; or , other than liens in favor of Lender and except for other Permitted Encumbrances (iias defined in the NWP Agreement);
(j) any event or other circumstance which could materially and adversely affect the value That Pledgor will, upon obtaining ownership of any Collateral (excluding market or quotation fluctuations in the price other Ownership Interests otherwise required to be pledged to Lender pursuant to any of the SharesFinancing Documents, which Ownership Interests are not already Pledged Interests, within ten (10) or Holder's rights or remedies with Business Days deliver to Lender a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect thereto.
4.8 At of any time and from time such additional Ownership Interests pursuant to time, upon demand by Holder, which Pledgor shall executepledge to Lender, deliverall of such additional Ownership Interests. Prior to the delivery thereof to Lender, acknowledgeall such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for Lender;
(k) That Pledgor consents to the admission of Lender (and its assigns or designee) as a member, file and/or record partner or stockholder of Company upon Lender’s acquisition of any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.the Ownership Interests; and
Appears in 3 contracts
Sources: Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.)
Covenants of Pledgor. Until the Obligations are paid in full, Pledgor hereby covenants and agrees as followsto:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve 5.1 Preserve and protect the Collateral and Holder's interests with respect thereto.Collateral;
4.2 Pledgor shall not5.2 Not create, incur, assume or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or in any of the Collateral, except as provided for those approved in this Agreementadvance in writing by Pledgee;
5.3 Promptly pay and discharge before the same become delinquent all taxes, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral;
5.4 Not sell, transferencumber, encumber or otherwise dispose of or transfer any Collateral Collateral, or any right or interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: and agrees that it will (i) amendcause the Company not to issue any other voting stock in addition to or in substitution for the Collateral, supplementexcept to Pledgor, terminate or otherwise modify any Collateral Document; in connection with outstanding stock options or with the prior written consent of Pledgee and (ii) releasepledge hereunder, relinquish immediately upon Pledgor's acquisition (directly or waive indirectly) thereof, any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval and all additional shares of stock or other action taken without such prior consent shall, at Holder's option, be void.securities of the Company;
4.4 Pledgor shall5.5 Appear in and defend, at Pledgor's sole own expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging any action or proceeding which may affect Pledgor's title to or Pledgee's interest in the Collateral Collateral;
5.6 Procure or the validity or priority of Holder's rights hereunderexecute and deliver, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating Pledgee, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates or other writings deemed necessary or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may request to effectuate the intent of this Pledge Agreement;
5.7 If Pledgee gives value to enable Pledgor to acquire rights in or use of any Collateral, use such value only for such purpose;
5.8 Keep separate, accurate and complete records of the Collateral and provide Pledgee with access thereto and to Pledgor's financial records, in each case with the terms right to make extracts therefrom;
5.9 Provide Pledgee with copies of all Collateral Documents, including, but not limited reports filed by the Company or Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to promptly paying all taxes, assessments, license fees and be filed;
5.10 Provide Pledgee with such other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, information pertaining to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and as Pledgee may reasonably request from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment ;
5.11 Maintain and preserve its corporate or other document or agreement legal existence and that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights majority-owned subsidiaries, including, without limitation, the Company, and remedies all rights, privileges, franchises and other authority necessary for the conduct of their respective businesses; and
5.12 Continue its operations in the same form and structure of business (i.e., corporate, partnership, individual) as currently conducted, and not merge or consolidate with or acquire or be acquired by any other corporation, partnership, entity or person, without Pledgee's prior written consent; and
5.13 At all times comply with the covenants and agreements set forth hereinin the Guaranty.
Appears in 2 contracts
Sources: Pledge Agreement (3-D Geophysical Inc), Pledge Agreement (3-D Geophysical Inc)
Covenants of Pledgor. Pledgor hereby covenants and agrees as followsagrees, until the Discharge of Obligations, that:
4.1 (a) Without the prior written consent of the Required Lenders, Pledgor shall keep the Collateral free of all liensnot sell, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sellassign, transfer, encumber pledge, ▇▇▇▇▇ ▇ ▇▇▇▇ on, or otherwise dispose of any Collateral or any interest therein (or contract to do encumber, any of Pledgor’s rights in or to the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option AgreementPledged Collateral.
4.3 Pledgor shall not, without Holder's prior written consent: (ib) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole ’s own expense, promptly execute, acknowledge, and deliver all such instruments as Secured Parties and Agent from time to time may reasonably request in order to ensure to Secured Parties and Agent the benefits of the Lien in and to the Pledged Collateral intended to be created by this Pledge Agreement.
(c) Pledgor shall maintain, preserve and defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Pledged Collateral or and the validity or priority Lien of Holder's rights hereunder, Secured Parties and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appearAgent thereon.
4.5 (d) [RESERVED]
(e) Pledgor will not (i) vote to enable or take any other action to permit the Borrower to issue any stock or other equity securities or interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities or interests of the Borrower or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Shares.
(f) Pledgor shall keep accurate and complete records not file or cause or suffer to be filed with respect to the Collateral and shallBorrower a voluntary petition in bankruptcy to seek relief for the Borrower under any provision of any bankruptcy, if required by Holder from time to timereorganization, promptly deliver reports to Holder with respect moratorium, delinquency, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or subsequently in effect, or consent to the Collateral in form and substance reasonably satisfactory filing of any petition against the Borrower under any such law, or consent to Holderthe appointment of or taking possession by a custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official for the Borrower or of all or any part of Borrower’s property, or make an assignment for the benefit of creditors of the Borrower.
4.6 (g) Pledgor shall diligently comply with all laws relating not amend, nor consent to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any amendment of the Collateral; Borrower’s organization documents or (ii) any event or other circumstance which could materially and adversely affect bye-laws without the value of any Collateral (excluding market or quotation fluctuations in the price prior written consent of the Shares) Agent, which consent shall not be unreasonably withheld, delayed or Holder's rights or remedies with respect theretoconditioned.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. (a) Pledgor agrees in general: (i) to pay Indebtedness secured hereby covenants when due; (ii) to indemnify Lender against all losses, claims, demands, liabilities and agrees expenses of every kind caused by property subject hereto other than as follows:
4.1 a result of the gross negligence or willful misconduct of Lender; (iii) to permit Lender to exercise its powers; (iv) to execute and deliver such documents as Lender reasonably deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Lender prior written notice thereof; (vi) not to change the places where Pledgor shall keep keeps any Collateral or Pledgor's records concerning the Collateral free and Proceeds without giving Lender prior written notice of the address to which Pledgor is moving same; and (vii) to cooperate with Lender in perfecting all security interests granted herein and in obtaining such agreements from third parties as Lender reasonably deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.
(b) Pledgor agrees with regard to the Collateral and Proceeds, unless Lender agrees otherwise in writing: (i) that Lender is authorized to file financing statements in the name of Pledgor to perfect Lender's security interest in Collateral and Proceeds; (ii) where applicable, to insure the Collateral and, if requested by Lender, with Lender named as loss payee, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Lender; (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control thereof, and not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried in connection therewith; (iv) not to remove the Collateral from Pledgor's premises except in the ordinary course of Pledgor's business; (v) to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Collateral or Proceeds, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of Lender or as otherwise permitted pursuant to the Loan Agreement; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, except sales in the ordinary course of Pledgor's business; (viii) to permit Lender to inspect the Collateral at any time during normal business hours; (ix) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Lender to inspect the same and make copies thereof at any reasonable time; (x) if requested by Lender during the continuance of an Event of Default, to receive and use reasonable diligence to collect Collateral consisting of accounts and other rights to payment and Proceeds, in trust and as the property of Lender, and to immediately endorse as appropriate and deliver such Collateral and Proceeds to Lender daily in the exact form in which they are received together with a collection report in form satisfactory to Lender; (xi) not to commingle Collateral or Proceeds, or collections thereunder, with other property; (xii) to give only normal allowances and credits and to advise Lender thereof promptly in writing if they affect any rights to payment or Proceeds in any material respect; (xiii) from time to time, when requested by Lender, to prepare and deliver a schedule of all liensCollateral and Proceeds subject to this Agreement; (xiv) in the event Lender elects to receive payments of rights to payment or Proceeds hereunder, encumbrances to pay all reasonable expenses incurred by Lender in connection therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and expenses incidental thereto; (xv) to provide any service and do any other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions acts which are reasonably may be necessary (and/or reasonably required by Holder) to maintain, preserve and protect the all Collateral and, as appropriate and Holder's interests applicable, to keep all Collateral in good and saleable condition, to deal with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form accordance with the standards and substance reasonably satisfactory practices adhered to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateralgenerally by users and manufacturers of like property, and to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (xvi) that Lender is authorized to file with the terms of all Collateral DocumentsUnited States Patent and Trademark Office (“PTO”) and the Copyright Office (and, includingin each case, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied any successor office or assessed against any Collateral.
4.7 As soon as practicable, and similar office in any event within three (3other country) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems such intellectual property short-form security agreements as may be necessary or advisable to createfor the purpose of perfecting, preserveconfirming, continue continuing, enforcing, protecting or perfect any providing notices of the security interest intended granted by the Pledgor, and naming the Pledgor as debtor and the Lender as secured party without the signature of the Pledgor and the Pledgor hereby appoints the Lender as the Pledgor’s attorney-in-fact to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed execute such intellectual property short-form security agreements on behalf of Holder and assigned to Holderthe Pledgor.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Each Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with respect thereto.Noteholder Representative’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Noteholder Representative may in good faith direct;
4.2 (c) To cause such Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of Noteholder Representative on the Collateral;
(d) In the event any Ownership Interests become certificated, to deliver immediately to Noteholder Representative any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and upon delivery of any such certificate, to execute and deliver to Noteholder Representative one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Noteholder Representative, pursuant to which such Pledgor shall notassigns, except as provided for in this Agreementblank, without Holder's prior written consentall Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Noteholder Representative as part of the Collateral;
(e) To take such steps as Noteholder Representative may be withheld from time to time reasonably request to perfect Noteholder Representative’s security interest in Holder's absolute discretion, the Ownership Interests under applicable Law;
(f) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein part of the Collateral to the extent prohibited by the Loan Documents;
(g) After the occurrence and during the continuance of an Event of Default, not to receive any dividend or contract distribution or other benefit with respect to do such Company, and not to vote, consent, waive or ratify any action taken without the prior written consent of the Noteholder Representative;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the foregoing). Holder shall be deemed to have consented to any transfer Collateral, other than Permitted Encumbrances and liens in favor of Noteholder Representative, for its benefit and the benefit of the Shares pursuant to exercise of Purchasers, or as permitted by the Option Agreement.Loan Documents;
4.3 Pledgor shall not, without Holder's prior written consent: (i) amendThat such Pledgor will, supplementupon obtaining ownership of any other Ownership Interests (except Ownership Interests in Immaterial Subsidiaries), terminate for its benefit and the benefit of the Purchasers, pursuant to any of the Loan Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days deliver to Noteholder Representative a Pledge Amendment, duly executed by ▇▇▇▇▇▇▇ and such Company, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which such Pledgor shall pledge to Noteholder Representative, for its benefit and the benefit of the Purchasers, all of such additional Ownership Interests. Prior to the delivery thereof to Noteholder Representative, all such additional Ownership Interests shall be held by such Pledgor separate and apart from its other property and in express trust for Noteholder Representative, for its benefit and the benefit of the Purchasers, subject to Permitted Liens;
(j) That such Pledgor consents to the admission of Noteholder Representative (and its assigns or otherwise modify designee) as a member, partner or stockholder of such Company upon Noteholder Representative’s acquisition of any of the Ownership Interests in each case from and after the occurrence and continuation of an Event of Default;
(k) Other than equity interests of such Pledgor that are already certificated on the date hereof, that such Pledgor shall not take any action to cause any equity interest of the Collateral Document; (ii) release, relinquish to be or waive any rightbecome a “security” within the meaning of, or grant to be governed by, Article 8 (Investment Securities) of the Uniform Commercial Code as in effect under the laws of any approval state having jurisdiction (the “UCC”), and shall not cause such Company to “opt in” or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect seeking to establish any equity interest of the Collateral as a “security” or to become certificated; and
(l) The Noteholder Representative and the Pledgors agree and acknowledge that any Collateral which regulated under state and/or local cannabis laws is inconsistent with pledged, assigned and granted to Noteholder Representative pursuant to this Agreement to the fullest extent permitted (or which could impair Holder's interests hereundernot prohibited) by state and/or local cannabis laws. Any In the event that state and/or local cannabis laws prohibit, limit or restrict any such terminationpledge, modification, waiver, approval assignment or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting grant of a security interest in the Collateral, including without limitation actionsor if regulatory approval is required for a security interest in such Collateral to be valid, proceedings effective or enforceable, then each Pledgor shall appear, do and claims challenging Pledgor's title perform, or cause to the Collateral or the validity or priority of Holder's rights hereunderbe done and performed, all such further acts and things, and shall reimburse Holder on demand for execute and deliver all costs such applications, certificates, instruments and expensesdocuments, including reasonable attorneys' feesand in all cases shall cooperate fully with and assist Noteholder Representative in any process, incurred by Holder as the regulatory authority or applicable state and/or local cannabis laws may require in order to obtain regulatory approval of the security interests in favor of the Noteholder Representative in any such action Collateral. Whether or proceeding not state and/or local cannabis laws prohibit, permit or regulate the pledge, assignment or grant of a security interest in which Holder any such Collateral otherwise subject to such state and/or local cannabis laws, if the Noteholder Representative determines (in its sole discretion) that the applicable state regulatory authority may appear.
4.5 Pledgor shall keep accurate and complete records with respect to grant approval, authorization or consent of the Noteholder Representative’s security interest the Collateral and prior to an actual transfer, assignment or conveyance of such Collateral upon or after an Event of Default, then the Pledgors that have granted, pledged or assigned (or purported to grant, pledge or assign) a security interest in the Collateral (the “Granting Pledgor Parties”) to Noteholder Representative, shall, if required upon request by Holder from time Noteholder Representative, use their best, diligent, good faith efforts, and shall cooperate fully with and assist Noteholder Representative in any process, to timeas promptly as possible after closing, promptly deliver reports to Holder with respect to obtain regulatory approval for the Collateral security interests of the Noteholder Representative in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all the Collateral. If applicable state and/or local cannabis laws relating to do prohibit or otherwise regulate the pledge, assignment or grant of a security interest in the Collateral, and if the Noteholder Representative determines (in its sole discretion) that the applicable state regulatory authority will not grant approval, authorization or consent of the Noteholder Representative’s security interest in the Collateral prior to an actual transfer of such Collateral upon or after an Event of Default, then each Granting Pledgor Party shall, upon an Event of Default and at the request of Noteholder Representative, use their best, diligent, good faith efforts to, as promptly as possible after receiving a request from Noteholder Representative, appear, do and perform, or cause to be done and performed, all such further acts and things, and execute and deliver all such applications, certificates, instruments and documents, and shall cooperate fully with and assist Noteholder Representative in any process, in order to obtain regulatory approval for the transfer, conveyance and assignment of the Collateral to the Noteholder Representative (or its designee). Damages in the event of breach of this section by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed by each Pledgor and Noteholder Representative, that Noteholder Representative, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicableprovisions hereof, and in each of the parties hereto hereby waives any event within three (3) days and all defenses it may have on the ground of Pledgor's learning thereof, Pledgor shall, lack of jurisdiction or competence of the court to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment grant such an injunction or other legal process levied against equitable relief. The existence of this right will not preclude any such person from pursuing any other rights and remedies at law or in equity which such person may have. Each Pledgor that holds or owns any right, title or interest in the Collateral hereby covenants and agrees that it will not, and will not permit any Pledgor to, create, incur, assume or suffer to exist any Lien or encumbrance whatsoever upon any of the Collateral; , whether now owned or (ii) any event or hereafter acquired, other circumstance which could materially and adversely affect than the value of any Collateral (excluding market or quotation fluctuations Liens in the price favor of the Shares) or Holder's rights or remedies with respect theretoNoteholder Representative.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Until the Obligations are paid in full, Pledgor hereby covenants and agrees as followsto:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve 5.1 Preserve and protect the Collateral and Holder's interests with respect thereto.Collateral;
4.2 Pledgor shall not5.2 Not create, incur, assume or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or in any of the Collateral, except as provided for those approved in this Agreementadvance in writing by Pledgee;
5.3 Promptly pay and discharge before the same become delinquent all taxes, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral;
5.4 Not sell, transferencumber, encumber or otherwise dispose of or transfer any Collateral Collateral, or any right or interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: and agrees that it will (i) amendcause Borrower not to issue any other voting stock in addition to or in substitution for the Collateral, supplementexcept to Pledgor, terminate or otherwise modify any Collateral Document; in connection with outstanding stock options or with the prior written consent of Pledgee and (ii) releasepledge hereunder, relinquish immediately upon Pledgor's acquisition (directly or waive indirectly) thereof, any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval and all additional shares of stock or other action taken without such prior consent shall, at Holder's option, be void.securities of Borrower;
4.4 Pledgor shall5.5 Appear in and defend, at Pledgor's sole own expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging any action or proceeding which may affect Pledgor's title to or Pledgee's interest in the Collateral Collateral;
5.6 Procure or the validity or priority of Holder's rights hereunderexecute and deliver, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating Pledgee, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates or other writings deemed necessary or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may request to effectuate the intent of this Pledge Agreement;
5.7 If Pledgee gives value to enable Pledgor to acquire rights in or use of any Collateral, use such value only for such purpose;
5.8 Keep separate, accurate and complete records of the Collateral and provide Pledgee with access thereto and to Pledgor's financial records, in each case with the terms right to make extracts therefrom;
5.9 Provide Pledgee with copies of all Collateral Documents, including, but not limited reports filed by Borrower or Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to promptly paying all taxes, assessments, license fees and be filed;
5.10 Provide Pledgee with such other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, information pertaining to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and as Pledgee may reasonably request from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment ;
5.11 Maintain and preserve its corporate or other document or agreement legal existence and that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights majority-owned subsidiaries, including, without limitation, Borrower, and remedies all rights, privileges, franchises and other authority necessary for the conduct of their respective businesses; and
5.12 Continue its operations in the same form and structure of business (i.e., corporate, partnership, individual) as currently conducted, and not merge or consolidate with or acquire or be acquired by any other corporation, partnership, entity or person, without Pledgee's prior written consent; and
5.13 At all times comply with the covenants and agreements set forth hereinin the Guaranty.
Appears in 1 contract
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for Agrees in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consentGeneral: (i) amendto indemnify Bank against all losses, supplementclaims, terminate or otherwise modify any Collateral Documentdemands, liabilities and expenses of every kind caused by property subject hereto; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for pay all costs and expenses, including reasonable attorneys' fees, incurred by Holder Bank in the perfection, preservation, realization, enforcement and exercise of its rights, powers and remedies hereunder; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; and (v) not to change Pledgor's chief place of business (or personal residence, if applicable) or the places where Pledgor keeps any such action of the Collateral or proceeding in Pledgor's records concerning the Collateral and Proceeds without first giving Bank written notice of the address to which Holder may appear.
4.5 Pledgor shall keep accurate and complete records is moving same. Pledgor Agrees with respect Regard to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder ofProceeds: (i) not to permit any attachment lien on the Collateral or other legal process levied against Proceeds, except in favor of Bank; (ii) not to withdraw any funds from any deposit account pledged to Bank hereunder without Bank's prior written consent; (iii) not to sell, hypothecate or otherwise dispose of any of the CollateralCollateral or Proceeds, or any interest therein, without Bank's prior written consent; or (iiiv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any event or other circumstance which could materially reasonable time; (v) if requested by Bank, to receive and adversely affect use reasonable diligence to collect Proceeds, in trust and as the value property of any Collateral (excluding market or quotation fluctuations Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the price exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) not to commingle Collateral or Proceeds, or collections thereunder, with other property; (vii) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and expenses incidental thereto; (viii) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (ix) if the Shares) Collateral or Holder's rights or remedies Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank's interest in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreement.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. 4.1 Pledgor hereby covenants and agrees as follows:
4.1 (a) Except as permitted under the Loan Agreement, Pledgor shall keep will not amend, terminate, rescind, supplement or otherwise modify the Collateral free Organizational Documents, or waive any rights thereunder.
(b) Without the prior written consent of all liensAdministrative Agent, encumbrances which consent may be granted or withheld in Administrative Agent’s sole and other claims absolute discretion, and except as expressly provided herein or in the Loan Agreement (excepting or as otherwise approved by the Option Lenders in accordance with the Loan Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreementeither directly or indirectly, without Holder's prior written consent, which may be withheld in Holder's absolute discretionmortgage, sell, transfer, encumber or otherwise dispose of any Collateral (whether directly or any indirectly), hypothecate, pledge, create a security interest therein (or contract to do Lien upon, encumber, give, or place in trust, any of the foregoing). Holder shall be deemed to have consented to Pledged Interests, or any transfer other Collateral owned by Pledgor, until the date on which all of the Shares pursuant to exercise of the Option AgreementObligations have been fully and indefeasibly paid in full and otherwise performed.
4.3 Pledgor shall not, without Holder's prior written consent: (ic) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense’s cost, defend maintain the portion of the Collateral owned by Pledgor and shall defend, at Pledgor’s cost, Administrative Agent’s security interest in and to the Pledged Interests or any other Collateral as applicable, against all actionspersons and against all claims and demands whatsoever.
(d) Pledgor shall promptly notify Administrative Agent, proceedings in writing, of the imposition at any time of any claim, option, Lien or encumbrance upon or against all or any portion of the Pledged Interests and/or any other Collateral.
(e) Except as expressly provided in the Loan Agreement, without the prior written consent of Administrative Agent, at no time shall Pledgor cause or allow any Pledged Entity (nor, without limiting the foregoing, shall Pledgor vote to enable, or take any other action to permit, such Pledged Entity) to:
(i) make any Distribution under any of the Organizational Documents or otherwise, or purchase or redeem or obligate itself to purchase or redeem any Pledged Interests in violation of this Agreement or any of the other Loan Documents; or
(ii) redeem or cancel any Pledged Interests or issue or authorize to be issued any additional Pledged Interests; or
(iii) breach any of the covenants or obligations relating to (x) Pledgor under to this Agreement, and (y) Pledgor or the Pledged Entities under the Loan Agreement or the other claims affecting Loan Documents.
(f) Without limiting the provisions of Section 4.1(b) above, at such time as Pledgor enters into negotiation with any other party for the sale, transfer, pledge, assignment or encumbrance of, or the granting of any security interest in the Collateral, including without limitation actionsor of any other rights of each Pledgor under the Organizational Documents, proceedings Pledgor immediately will notify such other party of the existence of this Agreement.
(g) Without limiting the foregoing provisions of this Section 4.1,except as expressly provided in the Loan Agreement (or as otherwise approved by the Administrative Agent in accordance with the Loan Agreement), Pledgor will not agree to admit any new members or partners, as the case may be, into the Pledged Entities or transfer its interests in the Pledged Entities. Any such permitted or approval admission or transfer shall be made on the condition that such new member or partner, as the case may be, executes and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunderdelivers, and shall reimburse Holder on demand for all costs and expensesagrees to be bound by an agreement, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory content substantially identical to Holder.
4.6 Pledgor shall diligently comply with all laws relating this Agreement, pursuant to which such new member or partner, as the Collateralcase may be, pledges its interest in the Pledged Entities to Administrative Agent to secure the Obligations, and such admission or transfer shall be otherwise in accordance with the terms of all Collateral the Organizational Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable(h) Pledgor authorizes Administrative Agent, and in any event within three (3) days at the expense of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At at any time and from time to timetime to file any initial financing statements, upon demand amendments thereto and continuation statements, with or without signature of Pledgor, as deemed necessary by HolderAdministrative Agent to perfect its security interest in the Collateral. Pledgor hereby ratifies its authorization for Administrative Agent to have filed any initial financing statements, amendments thereto or continuation statements if filed prior to the date of this Agreement. Pledgor shall executewill sign and deliver any financing statements and other documents and information, deliverand perform such other acts, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably as Administrative Agent deems necessary or advisable desirable from time to create, preserve, continue or perfect any time to establish and maintain in favor of Administrative Agent valid and perfected security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunderin the Collateral, free of all other Liens, encumbrances, security interests and claims. Pledgor shall deliver also furnish to Holder Administrative Agent all certificates or other instruments and papers evidencing or constituting any of the Collateral, together with appropriate endorsements and assignments and any information relating thereto, and shall do anything Administrative Agent may reasonably deem necessary or desirable from time to time from time to time to establish a UCC- 1 financing statement filed on behalf of Holder valid security interest in and assigned to Holderfurther protect and perfect its interests in the Collateral.
4.9 (i) Pledgor upon demand shall cooperate pay to Administrative Agent the amount of any and all reasonable expenses, including the fees and disbursements of counsel and of any experts and agents, which Administrative Agent may incur in good faith connection with Holder the sale of, collection from, or other realization upon, any of the Collateral; (ii) the exercise or enforcement of any of the rights of Administrative Agent hereunder; or (iii) the failure by Pledgor to facilitate Holder's exercise perform or observe any of its rights and remedies set forth the provisions hereof.
(j) In no event shall Pledgor do or permit to be done, or omit to do or permit the omission of, any act or thing, the doing or omission of which, would impair the validity, enforceability, perfection or priority of the security interests granted herein.
(k) The Pledgor hereby covenants and agrees that it will not agree to any amendment or repeal of Section 13.2 of the Operating Agreement and in any event shall promptly notify the Administrative Agent in writing if for any reason the Pledged Interests shall cease to be securities for purposes of the UCC in any applicable jurisdiction.
4.2 Pledgor hereby covenants and agrees that in the event that Administrative Agent, its designee or any purchaser at a foreclosure sale acquires all or any portion of the Pledged Interests, notwithstanding anything to the contrary in the Organizational Documents, such Person, at its option, shall be admitted as a member or partner, as the case may be, of the Pledged Entities, and shall be entitled to receive all benefits and exercise all rights in connection therewith pursuant to the Organizational Documents; provided, however, that such Person shall have no liability for matters in connection with the Pledged Interests arising or occurring, directly or indirectly, prior to such Person’s becoming a member or partner, as the case may be, of the Pledged Entities.
Appears in 1 contract
Covenants of Pledgor. Pledgor hereby covenants and agrees as followsthat until the Obligations have been paid and performed in full (other than contingent indemnity obligations for which no claim has been asserted) or otherwise terminated pursuant to Section 8, below:
4.1 (a) Without the prior written consent of Lender or except as permitted by the Loan Agreement, Pledgor shall keep not sell, assign, transfer, exchange, pledge, or otherwise encumber or restrict any of such Pledgor’s rights in or to the Pledged Collateral free of all lienspledged by such Pledgor or any unpaid dividends or other distributions or payments with respect thereto or ▇▇▇▇▇ ▇ ▇▇▇▇ therein except as otherwise permitted by this Pledge Agreement or the Loan Agreement.
(b) Pledgor shall, encumbrances and other claims (excepting the Option Agreement)at such Pledgor’s own expense, shall diligently enforce Pledgor's rights under all Collateral Documentspromptly execute, acknowledge, and shall deliver all such instruments and take all actions which are such action as Lender from time to time may reasonably necessary request in order to ensure to Lender the benefits of the lien in and to, the Pledged Collateral intended to be created by this Pledge Agreement.
(and/or reasonably required c) Except as otherwise permitted by Holder) to the Loan Agreement, Pledgor shall maintain, preserve and protect defend the title to the Pledged Collateral and Holder's interests with respect theretothe lien of Lender thereon against the claim of any other Person.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (id) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's upon obtaining any additional shares of stock or other equity interest of any Subsidiary not evidenced on Schedule I attached hereto, promptly (and in any event within 15 days or such longer period as acceptable to Lender in its sole expensediscretion) deliver to Lender (except as noted in the proviso below), defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral extent applicable, all share certificates and voting trust certificates respecting such stock or the validity or priority of Holder's rights hereunderother equity interest, and shall reimburse Holder on demand for all costs and expensesdeliver to Lender a Pledge Supplement duly executed by such Pledgor supplementing Schedule I attached hereto, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory acceptable to HolderLender (a “Pledge Supplement”), and executed instruments of transfer or assignment (including, without limitation, stock powers), executed in blank, in respect of the additional shares of stock or other equity interests which are to be pledged pursuant hereto. Pledgor hereby authorizes Lender to attach each such Pledge Supplement hereto and agrees that all shares or other equity interests listed on any Pledge Supplement delivered to Lender shall for all purposes hereunder be considered Pledged Collateral.
4.6 (e) Pledgor shall diligently comply with furnish Lender such information concerning the Pledged Collateral as it may from time to time reasonably request, and will permit Lender and its designees, from time to time during normal business hours upon reasonable prior notice, to inspect, audit and make copies of and extracts from all laws relating records and all other papers in the possession of such Pledgor which pertain to the Pledged Collateral, and with shall upon the terms request of Lender, deliver to Lender copies of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees of such records and other public and private charges levied or assessed against any Collateral.papers. Pledge Agreement – Cepton 3
4.7 As soon as practicable, and in any event within three (3f) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value agrees that a breach of any Collateral (excluding market or quotation fluctuations covenants contained in this Section 5 will cause irreparable injury to Lender, that Lender has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 5 shall be specifically enforceable against such Pledgor. and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the price of the Shares) or Holder's rights or remedies with respect theretoObligations are not then due and payable.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Sources: Pledge Agreement (Growth Capital Acquisition Corp.)
Covenants of Pledgor. The Pledgor hereby covenants and agrees as followsthat until the Secured Obligations have been paid and performed in full or otherwise terminated pursuant to Section 8, below:
4.1 (a) Without the prior written consent of the Bank, the Pledgor shall keep not sell, assign, transfer, pledge, or otherwise encumber any of the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all in or to the Pledged Collateral Documentspledged by the Pledgor or any unpaid dividends or other distributions or payments with respect thereto or ▇▇▇▇▇ ▇ ▇▇▇▇ therein except as otherwise permitted by this Pledge Agreement.
(b) The Pledgor shall, at the Pledgor's own expense, promptly execute, acknowledge, and shall deliver all such instruments and take all actions which are such action as the Bank from time to time may reasonably necessary request in order to ensure to the Bank the benefits of the Lien in and to the Pledged Collateral intended to be created by this Pledge Agreement.
(and/or reasonably required by Holderc) to The Pledgor shall maintain, preserve and protect defend the title to the Pledged Collateral and Holder's interests with respect theretothe Lien of the Bank thereon against the claim of any other Person.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (id) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 The Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and upon obtaining any additional shares of Stock or other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority equity interest of Holder's rights hereunder, and shall reimburse Holder any U.S. Subsidiary not evidenced on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to timeSchedule I attached hereto, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, (and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, Business Days) deliver to the extent Bank all share certificates and voting trust certificates respecting such Stock, and deliver to the Bank a Pledge Amendment duly executed by the Pledgor, substantially in the form of Schedule II attached hereto, which is incorporated herein by this reference (a "Pledge Amendment"), and executed instruments of transfer or assignment (including, without limitation, stock powers), executed in blank, in respect of the additional shares of stock which are to be pledged pursuant hereto. The Pledgor hereby authorizes the Bank to attach each such Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered to the Bank shall for all purposes hereunder be considered Pledged Collateral.
(e) Subject to the provisions of Section 5(f), the Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of keep at its address indicated on Schedule I all its records concerning the Pledged Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and (f) The Pledgor shall furnish the Bank such information concerning the Pledged Collateral as the Bank may from time to timetime reasonably request, and will permit the Bank and its designees, from time to time during normal business hours, to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Pledged Collateral, and shall upon demand by Holderthe request of the Bank, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf the Bank copies of Holder all of such records and assigned to Holderpapers.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 (a) Pledgor shall keep defend Secured Party's right, title and security interest in and to the Pledged Collateral free against the claims and demands of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, Persons and shall take maintain and preserve Secured Party's Lien and security interest until indefeasible payment in full in cash of all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect of the Collateral and Holder's interests with respect theretoObligations.
4.2 (b) Pledgor shall notnot (i) sell, except as provided for in this Agreementlease, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sellassign, transfer, encumber convey or otherwise dispose of any Collateral all or any part of Pledgor's right, title or interest therein (in or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall notPledged Collateral, without Holder's prior written consent: (i) amendwhether such Pledged Collateral is owned directly or indirectly by Pledgor, supplement, terminate or otherwise modify any Collateral Document; (ii) releasecreate, relinquish incur or waive any right, encumber or grant any approval permit to exist on or consent, with respect to all or any Collateral Document; iii) enter into part of Pledgor's right, title and interest in and to the Pledged Collateral, any new agreement Lien, other than the rights of TAC and any escrow agent for the Transaction Escrow Shares with respect to the Transaction Escrow Shares arising under the Share Exchange Agreement, (iii) in its capacity as a shareholder of TAC, vote for any Collateral; action, resolution, or amendment of the constituent documents of TAC which would alter the voting rights of holders of TAC common stock, or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement terminate, dilute, impair, modify, or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holderlimit Secured Party's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records interests with respect to the Collateral Pledged Collateral.
(c) Pledgor shall pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and shallall additional common stock, if required by Holder from time to timeother equity interests or other securities of the Company issued in substitution for, promptly deliver reports to Holder on account of, or otherwise as Proceeds of, the Interests.
(d) Pledgor shall keep and maintain at its current principal place of business satisfactory and complete records of the Interests including, without limitation, a record of all payments received, all capital contributions made and all credits granted with respect to the Interests. Pledgor shall cause the Company to maintain the entries in its books and records pertaining to the Interests which evidence the security interest granted by this Agreement. Secured Party, its agents and representatives shall be granted access to, and the right to photocopy, such books and records maintained with respect to the Interests at all reasonable times on reasonable notice to Pledgor.
(e) Pledgor shall do or cause to be done all things necessary to preserve and keep the existence of the Company in full force and effect and to cause the Company to remain qualified and licensed as necessary for the conduct of the Company's continued business and operations.
(f) Pledgor shall notify Secured Party of the issuance of any certificate evidencing Pledgor's ownership of Interests and deliver to Secured Party any such certificate endorsed in blank to Pledgor.
(g) Pledgor shall notify Secured Party in writing at least 30 days in advance of any change in Pledgor's principal place of business . Pledgor shall give Secured Party at least 30 days written notice prior to any change in the jurisdiction of organization of the Company.
(h) Pledgor shall deliver to Secured Party any and all information that Secured Party reasonably requests in writing sent as required by Section 19 regarding the Company, its properties, financial information, within ten Business Days of receipt of such request (to the extent such information is in the possession of Pledgor or can be obtained by Pledgor without violation of law or regulations).
(i) Pledgor authorizes Secured Party to file or record financing statements and other filings or recording documents or instruments with respect to the Pledged Collateral without the signature of Pledgor in such form and substance in such offices as Secured Party reasonably satisfactory determines appropriate to Holderperfect the security interests of Secured Party under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
4.6 (j) Pledgor shall diligently comply cause the Pledged Collateral, together with the Oak TAC Shares and all laws relating other Accommodation TAC Shares (including any shares of the common stock of TAC pledged and included as collateral under this or under any other Pledge Agreement subsequent to the Collateraldate hereof), to at all times constitute, in the aggregate, no less than 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC, after giving effect to the pledge of additional issued and outstanding shares by Borrower, Ball or any other holder of TAC shares. Secured Party has no obligation to notify Pledgor of the existence of the condition during which the Oak TAC Shares and the Accommodation TAC Shares, in the aggregate, do not equal at least 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC.
(k) Pledgor shall cause TAC to file with the United States Securities and Exchange Commission, and take all commercially reasonable efforts to cause to become effective, a registration statement with respect to all shares of common stock or equity securities of TAC (i) as to which any Person has granted to Lender a security interest under the provisions of any of the Pledge Agreement or otherwise, or (ii) which are subject to issuance upon the exercise of the Warrants, in each case in accordance with the terms of all Collateral Documentsthe Share Exchange Agreement and the Stock Purchase Agreement regarding such registration. Such registration statement may also register for sale any other shares owned by Borrower, including, but not limited Ball or any other shareholders of TAC that desire to promptly paying all taxes, assessments, license fees and other public and private charges levied register shares for sale or assessed against any Collateralresale.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Sources: Pledge and Security Agreement (Oak Finance Investments LTD)
Covenants of Pledgor. Pledgor hereby covenants and agrees as followsthat until the Obligations have been paid and performed in full (other than contingent indemnity obligations for which no claim has been asserted) or otherwise terminated pursuant to Section 8, below:
4.1 (a) Without the prior written consent of Lender or except as permitted by the Loan Agreement, Pledgor shall keep not sell, assign, transfer, exchange, pledge, or otherwise encumber or restrict any of such Pledgor’s rights in or to the Pledged Collateral free of all lienspledged by such Pledgor or any unpaid dividends or other distributions or payments with respect thereto or g▇▇▇▇ ▇ ▇▇▇▇ therein except as otherwise permitted by this Pledge Agreement or the Loan Agreement.
(b) Pledgor shall, encumbrances and other claims (excepting the Option Agreement)at such Pledgor’s own expense, shall diligently enforce Pledgor's rights under all Collateral Documentspromptly execute, acknowledge, and shall deliver all such instruments and take all actions which are such action as Lender from time to time may reasonably necessary request in order to ensure to Lender the benefits of the lien in and to, the Pledged Collateral intended to be created by this Pledge Agreement.
(and/or reasonably required c) Except as otherwise permitted by Holder) to the Loan Agreement, Pledgor shall maintain, preserve and protect defend the title to the Pledged Collateral and Holder's interests with respect theretothe lien of Lender thereon against the claim of any other Person.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (id) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's upon obtaining any additional shares of stock or other equity interest of any Subsidiary not evidenced on Schedule I attached hereto, promptly (and in any event within 15 days or such longer period as acceptable to Lender in its sole expensediscretion) deliver to Lender (except as noted in the proviso below), defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral extent applicable, all share certificates and voting trust certificates respecting such stock or the validity or priority of Holder's rights hereunderother equity interest, and shall reimburse Holder on demand for all costs and expensesdeliver to Lender a Pledge Supplement duly executed by such Pledgor supplementing Schedule I attached hereto, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory acceptable to HolderLender (a “Pledge Supplement”), and executed instruments of transfer or assignment (including, without limitation, stock powers), executed in blank, in respect of the additional shares of stock or other equity interests which are to be pledged pursuant hereto. Pledgor hereby authorizes Lender to attach each such Pledge Supplement hereto and agrees that all shares or other equity interests listed on any Pledge Supplement delivered to Lender shall for all purposes hereunder be considered Pledged Collateral.
4.6 (e) Pledgor shall diligently comply with furnish Lender such information concerning the Pledged Collateral as it may from time to time reasonably request, and will permit Lender and its designees, from time to time during normal business hours upon reasonable prior notice, to inspect, audit and make copies of and extracts from all laws relating records and all other papers in the possession of such Pledgor which pertain to the Pledged Collateral, and with shall upon the terms request of Lender, deliver to Lender copies of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees of such records and other public and private charges levied or assessed against any Collateralpapers.
4.7 As soon as practicable, and in any event within three (3f) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value agrees that a breach of any Collateral (excluding market or quotation fluctuations covenants contained in this Section 5 will cause irreparable injury to Lender, that Lender has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 5 shall be specifically enforceable against such Pledgor. and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the price of the Shares) or Holder's rights or remedies with respect theretoObligations are not then due and payable.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Sources: Pledge Agreement (Cepton, Inc.)
Covenants of Pledgor. Each Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with respect thereto.Noteholder Representative’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Noteholder Representative may in good faith direct;
4.2 (c) To cause such Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of Noteholder Representative on the Collateral;
(d) In the event any Ownership Interests become certificated, to deliver immediately to Noteholder Representative any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and upon delivery of any such certificate, to execute and deliver to Noteholder Representative one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Noteholder Representative, pursuant to which such Pledgor shall notassigns, except as provided for in this Agreementblank, without Holder's prior written consentall Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Noteholder Representative as part of the Collateral;
(e) To take such steps as Noteholder Representative may be withheld from time to time reasonably request to perfect Noteholder Representative’s security interest in Holder's absolute discretion, the Ownership Interests under applicable Law;
(f) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein part of the Collateral to the extent prohibited by the Loan Documents;
(g) After the occurrence and during the continuance of an Event of Default, not to receive any dividend or contract distribution or other benefit with respect to do such Company, and not to vote, consent, waive or ratify any action taken without the prior written consent of the Noteholder Representative;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the foregoing). Holder shall be deemed to have consented to any transfer Collateral, other than Permitted Encumbrances and liens in favor of Noteholder Representative, for its benefit and the benefit of the Shares pursuant to exercise of Purchasers and the Option Agreement.AP Noteholders, or as permitted by the Loan Documents;
4.3 Pledgor shall not, without Holder's prior written consent: (i) amendThat such Pledgor will, supplementupon obtaining ownership of any other Ownership Interests (except Ownership Interests in Immaterial Subsidiaries), terminate for its benefit and the benefit of the Purchasers, pursuant to any of the Loan Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days deliver to Noteholder Representative a Pledge Amendment, duly executed by P▇▇▇▇▇▇ and such Company, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which such Pledgor shall pledge to Noteholder Representative, for its benefit and the benefit of the Purchasers, all of such additional Ownership Interests. Prior to the delivery thereof to Noteholder Representative, all such additional Ownership Interests shall be held by such Pledgor separate and apart from its other property and in express trust for Noteholder Representative, for its benefit and the benefit of the Purchasers, subject to Permitted Liens;
(j) That such Pledgor consents to the admission of Noteholder Representative (and its assigns or otherwise modify designee) as a member, partner or stockholder of such Company upon Noteholder Representative’s acquisition of any of the Ownership Interests in each case from and after the occurrence and continuation of an Event of Default;
(k) Other than equity interests of such Pledgor that are already certificated on the date hereof, that such Pledgor shall not take any action to cause any equity interest of the Collateral Document; (ii) release, relinquish to be or waive any rightbecome a “security” within the meaning of, or grant to be governed by, Article 8 (Investment Securities) of the Uniform Commercial Code as in effect under the laws of any approval state having jurisdiction (the “UCC”), and shall not cause such Company to “opt in” or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect seeking to establish any equity interest of the Collateral as a “security” or to become certificated; and
(l) The Noteholder Representative and the Pledgors agree and acknowledge that any Collateral which regulated under state and/or local cannabis laws is inconsistent with pledged, assigned and granted to Noteholder Representative pursuant to this Agreement to the fullest extent permitted (or which could impair Holder's interests hereundernot prohibited) by state and/or local cannabis laws. Any In the event that state and/or local cannabis laws prohibit, limit or restrict any such terminationpledge, modification, waiver, approval assignment or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting grant of a security interest in the Collateral, including without limitation actionsor if regulatory approval is required for a security interest in such Collateral to be valid, proceedings effective or enforceable, then each Pledgor shall appear, do and claims challenging Pledgor's title perform, or cause to the Collateral or the validity or priority of Holder's rights hereunderbe done and performed, all such further acts and things, and shall reimburse Holder on demand for execute and deliver all costs such applications, certificates, instruments and expensesdocuments, including reasonable attorneys' feesand in all cases shall cooperate fully with and assist Noteholder Representative in any process, incurred by Holder as the regulatory authority or applicable state and/or local cannabis laws may require in order to obtain regulatory approval of the security interests in favor of the Noteholder Representative in any such action Collateral. Whether or proceeding not state and/or local cannabis laws prohibit, permit or regulate the pledge, assignment or grant of a security interest in which Holder any such Collateral otherwise subject to such state and/or local cannabis laws, if the Noteholder Representative determines (in its sole discretion) that the applicable state regulatory authority may appear.
4.5 Pledgor shall keep accurate and complete records with respect to grant approval, authorization or consent of the Noteholder Representative’s security interest the Collateral and prior to an actual transfer, assignment or conveyance of such Collateral upon or after an Event of Default, then the Pledgors that have granted, pledged or assigned (or purported to grant, pledge or assign) a security interest in the Collateral (the “Granting Pledgor Parties”) to Noteholder Representative, shall, if required upon request by Holder from time Noteholder Representative, use their best, diligent, good faith efforts, and shall cooperate fully with and assist Noteholder Representative in any process, to timeas promptly as possible after closing, promptly deliver reports to Holder with respect to obtain regulatory approval for the Collateral security interests of the Noteholder Representative in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all the Collateral. If applicable state and/or local cannabis laws relating to do prohibit or otherwise regulate the pledge, assignment or grant of a security interest in the Collateral, and if the Noteholder Representative determines (in its sole discretion) that the applicable state regulatory authority will not grant approval, authorization or consent of the Noteholder Representative’s security interest in the Collateral prior to an actual transfer of such Collateral upon or after an Event of Default, then each Granting Pledgor Party shall, upon an Event of Default and at the request of Noteholder Representative, use their best, diligent, good faith efforts to, as promptly as possible after receiving a request from Noteholder Representative, appear, do and perform, or cause to be done and performed, all such further acts and things, and execute and deliver all such applications, certificates, instruments and documents, and shall cooperate fully with and assist Noteholder Representative in any process, in order to obtain regulatory approval for the transfer, conveyance and assignment of the Collateral to the Noteholder Representative (or its designee). Damages in the event of breach of this section by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed by each Pledgor and Noteholder Representative, that Noteholder Representative, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicableprovisions hereof, and in each of the parties hereto hereby waives any event within three (3) days and all defenses it may have on the ground of Pledgor's learning thereof, Pledgor shall, lack of jurisdiction or competence of the court to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment grant such an injunction or other legal process levied against equitable relief. The existence of this right will not preclude any such person from pursuing any other rights and remedies at law or in equity which such person may have. Each Pledgor that holds or owns any right, title or interest in the Collateral hereby covenants and agrees that it will not, and will not permit any Pledgor to, create, incur, assume or suffer to exist any Lien or encumbrance whatsoever upon any of the Collateral; , whether now owned or (ii) any event or hereafter acquired, other circumstance which could materially and adversely affect than the value of any Collateral (excluding market or quotation fluctuations Liens in the price favor of the Shares) or Holder's rights or remedies with respect theretoNoteholder Representative.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract