Partial Release of Pledged Shares Under Certain Circumstances Sample Clauses

The "Partial Release of Pledged Shares Under Certain Circumstances" clause allows for the release of a portion of shares that have been pledged as collateral when specific conditions are met. Typically, this means that if the borrower repays part of the secured obligation or if the value of the collateral exceeds a required threshold, some shares may be returned to the pledgor. This clause provides flexibility for the pledgor, ensuring that they are not required to keep more shares pledged than necessary, and helps balance the interests of both parties by adjusting collateral requirements as circumstances change.
POPULAR SAMPLE Copied 13 times
Partial Release of Pledged Shares Under Certain Circumstances. In the event that the sum of (i) the Combined Market Value plus (ii) the LLC Interest Value exceeds $15,000,000, and so long as no Default or Event of Default is continuing at such time, the Pledgors, by a written request executed by each Pledgor and delivered to the Pledgee, shall have the right to request that the Pledgee release from the pledge and return to the Pledgors, at the address identified in such notice, certificates representing specified shares of Pledged Stock previously pledged to the Pledgee and held at such time by the Pledgee. Such notice shall specify certificates (the "Specified Release Certificates") representing a number of shares of Pledged Stock such that the sum of the Combined Market Value plus the LLC Interest Value, after accounting for the release of the Specified Release Certificates and calculated as of the date of such release, will equal or exceed $15,000,000; provided that, (x) for purposes of this Section 7.5, after March 31, 2001, such amount of $15,000,000.00 shall be reduced to $12,000,000.00 if by such date the Borrowers have duly made a principal payment on the Note of $3,000,000.00 to the order of the Pledgee, in accordance with the terms of the Note, (y) none of the Epoch Shares or the shares of any other entity not publicly traded on a market or exchange that have been previously pledged to the Pledgee pursuant to this Agreement and are held at such time by the Pledgee shall be eligible to be released pursuant to this Section 7.5, and (z) no shares of Covista shall be released pursuant to this Section 7.5 unless and until all shares of Capsule and all shares of any other entity (other than those entities whose shares are ineligible for release under this Section 7.5 pursuant to the preceding clause (x)) previously pledged to the Pledgee and held at such time by the Pledgee have been released. Within ten business days after its receipt of a valid notice, in accordance with this paragraph, the Pledgee shall return to the Pledgors at the address identified in such notice the Specified Release Certificates. Nothing in this paragraph shall require the Pledgee to release and return the Specified Release Certificates, or any other shares or certificates in lieu thereof, if the sum of the Combined Market Value plus the LLC Interest Value, after accounting for the release of the Specified Release Certificates and calculated as of the date of such release, would be below $15,000,000 or $12,000,000, as the case may be.
View SourceView Similar (6)
Partial Release of Pledged Shares Under Certain Circumstances. (a) So long as no Default or Event of Default is continuing at such time, the Pledgors, by a written request executed by each Pledgor and delivered to the Pledgee, shall have the right to request, from time to time prior to the Maturity Date (as set forth in the Note), that the Pledgee release from the pledge and permit a sale (in accordance with the provisions of this Section 7.5) of, specified shares of Covista Pledged Stock previously pledged to the Pledgee and held at such time by the Pledgee ("Specified Release Shares"). Such notice (a "Release Notice") shall specify the number of Specified Release Shares proposed to be sold, the price (net of sales commissions) at which such Specified Release Shares are to be sold, and the proposed acquiror of such Specified Release Shares. The Release Notice shall also certify that the proposed sale of Specified Release Shares will constitute a Permitted Sale (as defined below) and that the proposed sale will not result in any violation of or be in conflict with or constitute a default under any term of any Pledgor's certificate of incorporation or by-laws (or similar constitutive documents) or any agreement or instrument to which any Pledgor is a party or by which any Pledgor is bound or any term of any applicable law, ordinance, rule or regulation of any governmental authority or any term of any applicable order, judgment or decree of any court, arbitrator or governmental authority. (b) Upon receipt of a valid Release Notice (as determined in the sole discretion of the Pledgee), the Pledgee will use its good faith efforts to release promptly from the pledge the Specified Release Shares identified in such Release Notice and to cooperate with the Pledgors in facilitating, at the sole cost and expense of the Pledgors, a sale of such Specified Release Shares in accordance with the terms specified in such Release Notice; provided that under no circumstances shall the Pledgee be liable to any Pledgor or any other Person for any loss, liability or expense resulting from any delay in consummating a Permitted Sale (whether as a result of actions required to prepare the Specified Release Shares for sale by a Pledgor or otherwise). The Pledgors shall have the right to receive and retain the net proceeds of each Permitted Sale. (c) For the purposes of this Section 7.5, a "Permitted Sale" is a sale of Specified Release Shares that: (i) is effected at a price per share (net of commissions) equal to or exceeding $8.00 and (ii) r...
View SourceView Similar (2)

Related to Partial Release of Pledged Shares Under Certain Circumstances

  • Replacement of Lenders under Certain Circumstances The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

  • Assignment of Commitments Under Certain Circumstances (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 or any Borrower has been required to pay any Taxes in respect of any Lender pursuant to subsection 10.12, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, shall pay to the transferor Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, for any reason, deliver all forms and certificates required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or withholding for or on account of, any Taxes, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency Lender, upon five Business Days' prior written notice from the U.S. Borrower, to assign the entire then outstanding principal amount of the Multicurrency Loans owing to such Multicurrency Lender and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to the lesser of (i) the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

  • Replacements of Lenders Under Certain Circumstances (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 13.1 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that (a) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and (c) the Borrower shall pay to such Non-Consenting Lender the amount, if any, owing to such Lender pursuant to Section 5.1(b). In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6.

  • Limitation of Benefits under Certain Circumstances If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

  • Termination Under Certain Circumstances If any Underwriter or Underwriters shall fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the amount of Firm Shares not purchased aggregates more than 10% of the total amount of Firm Shares set forth in Schedule I hereto, and arrangements satisfactory to you for the purchase of such Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(a)(vii) and Section 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Firm Shares agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6 hereof).