Grant of Security Interest and Pledge Sample Clauses
Grant of Security Interest and Pledge. 4.1.1 Borrower hereby grants to the Lender, to secure the payment and performance in full of all of the Obligations, a first position priority security interest in the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, and Borrower shall make appropriate entries upon its financial statements and books and records disclosing Lender’s first position priority security interest and lien in the Collateral.
4.1.2 Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”):
(a) All of the shares of capital stock of Issuer identified on Schedule 1 attached hereto and made a part hereof, any certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock of Issuer now or hereafter held in the name of the Borrower or held beneficially for the Borrower (said capital stock, options and warrants and all capital stock held in the name of or beneficially for the Borrower as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged Stock”), delivered to Lender in accordance with this Agreement accompanied by stock powers in form and substance acceptable to Lender duly executed in blank, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock;
(b) One hundred percent (100%) of all additional shares of stock of Issuer acquired by Borrower in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and Lender is irrevocably authorized to amend Schedule 1 from time to time to reflect such additional shares), and all options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(c) The property and interests in property described in Section 4.1.3 below; and
(d) All proceeds of the foregoing.
4.1.3 If, during the term of this Agreement:
(a) Any sto...
Grant of Security Interest and Pledge. 2.1 For value received, receipt of which is hereby acknowledged, each Pledgor hereby grants to Bank a first priority security interest in and lien upon the Collateral as security for the Debt and all costs, expenses and attorneys’ fees incurred by Bank in collecting the Debt or enforcing this Agreement and/or any instrument(s) evidencing the Debt. Each Pledgor is executing and delivering this Agreement to Bank in consideration of the premises and for other valuable consideration. Each Pledgor understands that Bank is willing to advance funds to such Pledgor only upon certain terms and conditions, one of which is that such Pledgor grant Bank a security interest in the Collateral as security for the Debt.
2.2 Each Pledgor authorizes Bank, at any time after the occurrence and continuance of an event of default pursuant to any Debt of such Pledgor to Bank, to transfer or to require the issuer of any Collateral to transfer the Collateral into the name of Bank or Bank’s nominee, but Bank shall be under no duty to do so. Notwithstanding any contrary provision or inference herein or elsewhere, Bank shall have no right to vote the Collateral (if applicable) at any time or any right to receive dividends or other distributions thereof unless and until the Debt to Bank or any part thereof shall have become in default in any manner and the same shall not have been paid in full upon demand. Bank shall have, in addition to the rights and remedies described in this Agreement, all the rights and remedies of a secured party under the applicable Uniform Commercial Code.
2.4 With respect to any Pledgor, in the event that the sum of the Net Market Value of the Collateral of such Pledgor at any time is less than the Debt Amount of such Pledgor, such Pledgor shall deliver additional collateral to Bank so that the Net Market Value of the Collateral, including the additional collateral, shall be equal to or greater than the Debt Amount. All such additional collateral shall be delivered no later than the close of business on the second business day next following Bank’s demand for the delivery of such additional collateral. For purposes of this Agreement, the market value of the Collateral shall be determined by utilizing the “bid”, “close” or “sale” price for the Collateral in question as it appears in the most current issue of The Wall Street Journal or if it does not so appear, any other reasonable source Bank deems appropriate. Each Pledgor shall be solely responsible for insur...
Grant of Security Interest and Pledge. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby (a) grants to the Collateral Agent for its benefit and for the benefit of the Credit Parties a lien on and security interest in and to, and (b) pledges, mortgages and hypothecates to the Collateral Agent for its benefit and the benefit of the Credit Parties, in each case, all of the right, title and interest of such Grantor in, to and under all of the following personal property and interests in property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”):
(i) all Accounts;
(ii) all Goods, including Equipment, Inventory and Fixtures;
(iii) all Investment Property and all Securities Collateral;
(iv) all Deposit Accounts (provided, notwithstanding anything herein to the contrary, for so long as the Merchandising Agreement is in effect, FLC will have a first priority lien on the Licensed Merchandise Account and the Secured Parties will have a second priority lien on the Licensed Merchandise Account) and all Securities Accounts;
(v) all Chattel Paper (whether tangible or electronic), Instruments, Letters of Credit and Letter-of-Credit Rights arising from the sale of or providing of Inventory or services by such Grantor;
(vi) all General Intangibles, Documents (including, if applicable, electronic Documents), and Supporting Obligations evidencing, governing, securing, arising from or related to any of the assets described in the foregoing clauses (i)—(v);
(vii) all Intellectual Property Collateral;
(viii) all books and records relating to any of the foregoing clauses (i)—(vi)
Grant of Security Interest and Pledge. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby (a) grants to the Collateral Agent for its benefit and for the benefit of the Credit Parties a lien on and security interest in and to, and (b) pledges, mortgages and hypothecates to the Collateral Agent for its benefit and the benefit of the Credit Parties, in each case, all of the right, title and interest of such Grantor in, to and under all of the following personal property and interests in property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”):
Grant of Security Interest and Pledge. Each of the Pledgors hereby pledges, assigns, charges, mortgages, delivers and transfers to the Agent, for the benefit of the Secured Parties, and hereby grants to the Agent, for the benefit of the Secured Parties, a continuing pledge and security interest in and to, all of the following Property of such Pledgor, whether now owned or hereafter acquired or existing (all of such Property being the "Pledged Collateral"):
(a) all the Initial Pledged Shares owned by such Pledgor;
(b) all other Pledged Shares owned by such Pledgor;
(c) all Distributions from time to time received by such Pledgor;
(d) all of the Pledgor's rights and interests under the charter documents, by-laws, limited liability company operating agreement or other similar governing document, as applicable, of each Pledged Share Issuer, including all voting and management rights and all rights to grant or withhold consents or approvals;
(e) all other Property (including Dividends) that may, from time to time be delivered or be required to be delivered by such Pledgor to the Agent for the purpose of pledge hereunder; and
(f) all products and proceeds of any of the foregoing.
Grant of Security Interest and Pledge. To secure the prompt and complete payment and performance of the Secured Obligations, the Grantor, subject to the terms and conditions of this Agreement, hereby pledges, assigns and grants to the Trustee, on behalf of and for the benefit of the Holders, a security interest (which interest shall constitute a first priority security interest) in all of Grantor’s right, title and interest, whether now owned or hereafter acquired, in and to the Collateral.
Grant of Security Interest and Pledge. (a) As security for the payment and performance of the Notes and the Obligations, including, without limitation, the due and punctual payment of the principal of, and accrued and unpaid interest on, the Notes, whether at maturity, by acceleration or otherwise, and all renewals, extensions, rearrangements, amendments, modifications and increases thereof, Pledgor hereby pledges and grants to Pledgee a first priority security interest in and to, and assigns and transfers to Pledgee, (i) all of the capital stock of (w) Service Asset Management Co., a North Carolina corporation; (x) Yee, ▇▇▇▇▇▇▇, ▇▇hr▇▇▇▇▇ & ▇lle▇, an Arizona corporation; (y) IBI, Inc., a Texas corporation; and (z) Worldwide Settlements, Ltd., a United Kingdom Company. As evidenced on the date hereof by the certificates described on Schedule 1 attached hereto; (ii) all proceeds and products of the stock described in item (i) above; and (iii) all income, stock dividends and other distributions from items (i) and (ii) above (such shares, proceeds, products, income, stock dividends and distributions being referred to collectively as the "Collateral"). The Collateral shall be held by Pledgee, but shall continue to be registered in the name of the Pledgor unless and until the occurrence of an Event of Default.
(b) Pledgor hereby designates and appoints Pledgee as its attorney-in-fact and proxy, with full power of substitution, which designation and appointment is irrevocable and coupled with an interest, exercisable upon the occurrence of an Event of Default for the purpose of voting the Collateral and performing any and all acts, in the name, place and stead of Pledgor, that are authorized by the provisions of this Pledge Agreement. Accordingly, Pledgor irrevocably constitutes and appoints Pledgee as Pledgor's proxy and attorney-in-fact, effective only after notice to Pledgor after an Event of Default has occurred and so long as it is continuing, but with full power of substitution, to vote, and to act with respect to, the Collateral, standing in the name of Pledgor or with respect to which Pledgor is entitled to vote and act.
(c) Concurrently with, or within two Business Days after, the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Pledgee all certificates identified in Schedule 1 accompanied by undated stock powers duly executed in blank.
Grant of Security Interest and Pledge. The Pledgor hereby pledges, assigns, charges, mortgages, delivers and transfers to the Agent, for the benefit of the Secured Parties, and hereby grants to the Agent, for the benefit of the Secured Parties, a continuing pledge and security interest in and to, all of the following Property of such Pledgor, whether now owned or hereafter acquired or existing (all of such Property being the "Pledged Collateral"):
(a) all Pledged Units owned now or hereafter by the Pledgor;
(b) all Distributions from time to time received by such Pledgor;
(c) except as provided in 4.3, all of the Pledgor's rights and interests under the limited liability company agreement of each Subsidiary LLC, including all voting and management rights and all rights to grant or withhold consents or approvals;
(d) all other Property (including Dividends) that may from time to time be delivered or be required to be delivered by such Pledgor to the Agent for the purpose of pledge hereunder; and
(e) all products and proceeds of any of the foregoing.
Grant of Security Interest and Pledge. Pledgor, for itself and its successors, assigns, and legal representatives, hereby pledges and assigns unto Secured Party for the ratable benefit of itself and the Lenders, and grants to Secured Party, for the ratable benefit of itself and the Lenders, a first lien and security interest in, the Collateral (described in Article II of this Shares Pledge) to secure (a) the punctual payment when due of any and all principal, interest, Fees, costs, expenses and other sums owed (i) by Borrower under the Loan Documents, and (ii) by Guarantor under the Guarantee (collectively, "Indebtedness"), and (b) the due and punctual performance and observance of all covenants required hereunder or required of Borrower and Guarantor, respectively, under the Loan Documents and Guarantee, or to be performed or observed by the Pledgor, Borrower and Guarantor in respect therewith ("Obligations").
Grant of Security Interest and Pledge. Obligor hereby grants to Secured Party a security interest in Obligor's right, title, and interest in the following "Collateral," whether now owned or hereafter acquired:
(a) The Pledged Shares; and
(b) Fifty percent (50%) of all proceeds derived from any sale, transfer, assignment, grant of any lien or pledge, or such other divestment of the Pledged Shares, and to the extent not otherwise included, all payments under any indemnity, warranty or guaranty of or for the foregoing Collateral (all such proceeds and payments under any insurance, indemnity, warranty or guaranty being the "Proceeds"), and any distributions issued in connection with the Pledged Shares, in whatever form , including but not limited to, cash or stock dividends, stock splits, recapitalizations, regoranizations and similar transactions ("Distributions").