Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"): (a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt"); (b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)"); (c) the promissory notes evidencing the Pledged Debt and all securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt; (d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries"); (e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary"); (f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares"); (g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares"); (h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;
Appears in 1 contract
Sources: Loan Agreement (Inamed Corp)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under the Master Security Agreement by and among the Parent, certain subsidiaries of the Parent and the Pledgee dated as of the date hereof (as amended, modified or supplemented, the “MSA”) and the Documents referred to in the MSA, Securities Purchase Agreement, the Related Agreements referred to in the Securities Purchase Agreement, the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Related Agreements, the MSA, the Related Agreements, the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of the Company and each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of the Company and each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges acknowledges, confirms and assigns agrees that such Pledgee has and shall continue to have a security interest in all of the Collateral (as defined below) heretofore granted by each Pledgor to Pledgee pursuant to the Administrative Agent for the benefit of itself Original Stock Pledge Agreement and the Lenderseach Pledgor hereby pledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor and/or any other subsidiary of the Company to the Pledgees, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor and/or any other subsidiary of the Obligations (as defined in Section 3 hereofCompany for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case, and irrespective of the allowability, allowance or disallowance of such post-petition interest, fees, costs and charges), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgees in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto (which shall explicitly exclude the "Initial Pledged Debt");
shares of Epixtar Marketing Corp., a Florida corporation, until such time as such shares are released from the escrow arrangement by and between the Company and the previous owners thereof) and expressly made a part hereof (b) the indebtedness (the "Additional Pledged Debt", and together with any additional shares of stock or other equity interests acquired by any Pledgor after the Initial Pledged Debtdate hereof, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights. Notwithstanding the Pledged Shares;foregoing or anything to the contrary contained herein, it is understood and agreed by the parties hereto that the term "Indebetedness" shall not include any principal amount of indebtedness in excess of an aggregate amount of $1,500,000 and the rate of interest and fees related to the Indebtedness, which such interest and fees shall not exceed the rate of interest and fees provided for in the Documents (as in effect on the date hereof).
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Indebtedness”)
(a) the obligations under the Security Agreement and the Ancillary Agreements (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of Pledgor to Laurus whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Laurus in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of the Obligations (as defined in Section 3 hereofthe case of each Pledgor that is a US Guarantor, the obligations and liabilities of such Pledgor under its Guaranty of the Obligations) (the “Indebtedness”), each Pledgor hereby pledges pledges, assigns, hypothecates, transfers and assigns grants a security interest to the Administrative Agent for its benefit and for the ratable benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) all of each Pledgor’s now owned or hereafter acquired rights (but not obligations) in and to any shares of stock issued by any of its Subsidiaries that is a corporation other than any Excluded Collateral (collectively, the indebtedness described in Schedule I hereto “Pledged Stock”) (the "Initial Pledged Debt"shares of stock pledged by each Pledgor hereunder as of the Closing Date are set forth next to such Pledgor’s name on Schedule A annexed hereto and expressly made a part hereof);
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(db) all of each Pledgor’s now owned or hereafter acquired rights (but not obligations) in and to any membership interests and other equity ownership interests issued by any of its Subsidiaries that is a limited liability company or a partnership (whether certificated or uncertificated) other than any Excluded Collateral (collectively, the shares of Capital Stock described in Schedule III hereto “Pledged Membership Interests”) (the "Initial Pledged Shares"membership interest and other equity ownership interests pledged by each Pledgor hereunder as of the Closing Date are set forth next to such Pledgor’s name on Schedule A annexed hereto and expressly made a part hereof) issued by the Persons described in and each of such Schedule III (the "Initial Pledged Subsidiaries")limited liability company’s successors, including, without limitation, all rights, proceeds, distributions, interest, dividends, options, warrants, increases, profits and income from such limited liability company;
(ec) the other than any Excluded Collateral, all additional (i) shares of Capital stock of any issuer of the Pledged Stock (and the "Additional Pledged Shares") described in a Pledge Amendment (Stockcertificates representing such additional shares), duly executed by (ii) membership interests or other equity interests of any issuer of the Pledged Membership Interests and the certificates evidencing such Pledgor, in substantially Pledged Membership Interests (to the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debtextent certificated), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity foregoing in (unless such successor entity is such Pledgor itselfi) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares"ii);
(g, an “Issuer”) all additional shares of Capital Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares and certificates shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharesall dividends, the Additional Pledged Shares and the Successor Sharescash, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares of the Pledged Shares;Stock or Pledged Membership Interests. Schedule A shall be deemed to be amended to include such additional Pledged Stock or Pledged Membership Interests; and
(d) other than any Excluded Collateral, all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged Stock or the Pledged Membership Interests.
(e) For purposes of this Agreement, the term “Excluded Collateral” shall mean each of the following: (i) any stock, membership interests or other equity interests issued by (x) Collect Air, (y) Astrum, or (z) CA Marketing; (ii) any of the outstanding voting stock, membership interests or other equity interests of a Foreign Subsidiary in excess of 65% of the issued and outstanding shares of voting stock, voting membership interests or other voting equity interests of such Foreign Subsidiary; (iii) any stock, membership interests or other equity interests issued by any Person that is not a Subsidiary of Pledgor.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for all of BEMT’s performance under the Obligations (as defined BEMT Note and in Section 3 hereof)order to induce SOIF II to fund the BEMT Note, each Pledgor BEMT hereby pledges pledges, assigns, hypothecates, transfers, and assigns delivers to the Administrative Agent for the benefit of itself and the Lenders, SOIF H and grants to the Administrative Agent for the benefit of itself and the Lenders SOIF II a continuing security interest in, all of such Pledgor's BEMT’s right, title title, and interest in (but none of BEMT’s obligations) in, to, and under the following property (the "“Pledged Collateral"):”), with full authority to sell, transfer, and rehypothecate:
(a) all of the indebtedness described in Schedule I hereto (the "Initial Pledged Debt");JV Membership Interests; and
(b) the indebtedness (the "Additional Pledged Debt"all dividends and other distributions, and together with the Initial Pledged Debtwhether in cash, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securities, money, instruments, investment property, financial assets and obligations, or any other Property form whatsoever, from time to time receivedtime, receivable or otherwise distributed payable, or distributable in respect of or in exchange for any or all of the Pledged Debt;JV Membership Interests; and
(c) all right, title and interest of BEMT in and to any of the property of the JV; and
(d) all right, title and interest of BEMT to participate in the shares management of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");JV;and
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock)all interest, duly executed by such Pledgordividends, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)"cash, checks, instrument and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder other property now or under the Loan Documents, in the event of any consolidation future payable under or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in substitution or exchange for the JV Membership Interests, including amounts past due and unpaid; and
(f) all fees and other amounts payable by BEMT to SOIF II, but excluding any such amount paid or prepaid for reimbursement of any cost or expense incurred or to be incurred by BEMT for any purpose or on behalf of any person or entity whatsoever; and
(g) any and all Proceeds of any and all of the Pledged Shares;foregoing, whether or not constituting any kind or type of tangible or intangible personal or real property whatsoever and whether now owned or hereafter acquired, including without limitation certificates, instruments, shares of stock, other securities, and rights, privileges, and options pertaining to any thereof, in each case, howsoever BEMT’s interest therein may arise or appear, whether by ownership, security interest, claim, or otherwise.
Appears in 1 contract
Sources: Pledge and Security Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of the (a) Obligations (as defined in Section 3 hereofexcept PMSI Loans which are secured by the Equipment financed thereby) and (b) all other indebtedness, obligations and liabilities of Pledgor or any Borrower to Lender, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively, the "Indebtedness"), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lendersassigns, transfers, pledges, hypothecates and grants to the Administrative Agent for the benefit of itself and the Lenders Lender a continuing security interest in, all of such Pledgor's right, title and interest in the following property assets of Pledgor described on Schedule A annexed hereto and all distributions, interest, dividends, options, warrants, increases, profits and income received therefrom, in all substitutions therefor and in all proceeds thereof in any form (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtcollectively, the "Pledged DebtCollateral") described in a Pledge Amendment (Debt). All certificates, if any, representing or evidencing the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender. Pledgor hereby authorizes LLC upon demand by such Lender to deliver any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender, subject to the terms hereof. Lender shall have the right, at any time in its discretion and without notice to the Pledgor, to transfer to or to register in substantially the form name of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable Lender or otherwise distributed or distributable in respect any of or in exchange for its nominees any or all of the Pledged Debt;
(d) Collateral. In addition, Lender shall have the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under right at any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all exchange certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment propertyif any, financial assets and other Property from time to time received, receivable representing or otherwise distributed evidencing Collateral for certificates or distributable in respect instruments of smaller or in exchange for any or all of the Pledged Shares;larger denominations.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”)
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Ronco Corp)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Indebtedness”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such Indebtedness in any case commenced by or against a Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of a Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to the Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by either Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such each Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral To secure the full and punctual payment and performance of the (a) obligations under the Purchase Agreement and the Security Agreement and (b) all other indebtedness, obligations and liabilities of Pledgor to Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively, the "Indebtedness"), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (the "Initial Pledged DebtStock");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer of the Pledged Stock (the "Issuer") from time to time acquired by such the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for (a) For value received, in order to induce the Lenders to enter into the Loan Agreement and to extend the Loan to Royal Gold, and to secure the payment and performance of all present and future obligations, indebtedness and liabilities of all kinds of Royal Gold to the Obligations Lenders under the Loan Agreement, the other Credit Documents, hereunder or otherwise, whether incurred by Royal Gold as maker, endorser, drawer, acceptor, guarantor, accommodation party or otherwise, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, and howsoever and whensoever incurred by Royal Gold or acquired by the Secured Party or the Lenders (collectively referred to as defined in Section 3 hereofthe “Secured Obligations”), each Pledgor Royal Gold hereby pledges pledges, assigns, and assigns grants a security interest to the Administrative Agent Secured Party, for its own benefit and for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders places a continuing security interest in, charge over all of such Pledgor's its right, title and interest in and to the following property (the "Pledged Collateral"):following:
(aA) all of the issued and outstanding shares in the capital of RGLD Canada that are legally and beneficially owned by Royal Gold, as such shares in the capital of RGLD Canada are further described on Schedule 1 hereto, and (B) all other equity interests in RGLD Canada whether now existing or hereafter acquired and all replacement or additional shares in the capital of RGLD Canada from time to time received or acquired by Royal Gold by purchase, stock dividend, stock split, distribution or otherwise (all such shares of stock of RGLD Canada pledged hereunder being referred to collectively as the “Pledged Shares”); all certificates representing any of the Pledged Shares, whether currently existing or hereafter issued; all Indebtedness of RGLD Canada or any successor or assign of a RGLD Canada (including, without limitation, any receiver or trustee in bankruptcy) (each, a “Subordinated Party”) now or hereafter owed by any such Subordinated Party to Royal Gold whether now existing or hereafter arising, of whatsoever kind or nature, expressly including, without limitation, all indebtedness described of the Subordinated Parties to Royal Gold as of the date hereof, which is identified as “Subordinated Debt” in Schedule I hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt"2 hereto; and except as otherwise provided in Section 5 hereof, and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt any and all dividends, cash, securities, money, instruments, investment warrants, options and other property, financial assets proceeds and other Property distributions from time to time received, receivable receivable, paid or otherwise distributed or distributable in respect of of, in substitution for, in addition to or in exchange for for, or otherwise evidencing any or all of the Pledged Debt;Shares or Subordinated Debt and all proceeds thereof
(db) the shares of Capital Stock The Pledged Shares together with all other property, rights and interests described in Schedule III hereto (this Section 1, whether now existing or hereafter acquired, obtained or created, are referred to herein collectively as the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;“Collateral.”
Appears in 1 contract
Sources: Pledge, Security and Subordination Agreement (Royal Gold Inc)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Obligations")
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Security Agreement (Deja Foods Inc)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Obligations")
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obligatio▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements (the Securities Purchase Agreement and the Related Agreements , as each may be amended, restated, modified and/or supplemented from time to time, excluding the Common Stock Purchase Warrant and the Warrant Shares as defined in the Securities Purchase Agreement, collectively, the “Documents”) and (b) all other obligations and liabilities of the Pledgors to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise, (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Pledgors under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of the Pledgors for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), the Pledgors hereby pledge, assign, hypothecate, transfer and grant a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with any additional shares of stock or other equity interests acquired by the Initial Pledged DebtPledgors, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such Pledgor the Pledgors in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Applied Digital Solutions Inc)
Pledge and Grant of Security Interest. As collateral security for all of (a) To secure the Secured Obligations (as defined in Section 3 hereof), each 2(c) below) Pledgor hereby pledges and assigns grants to the Administrative Agent Collateral Agent, for the benefit of itself the Secured Parties, a lien on and the Lenderssecurity interest in, and grants acknowledges and agrees that the Collateral Agent has and shall continue to the Administrative Agent for the benefit of itself and the Lenders have a continuing lien on and security interest in, all of such Pledgor's right, title and interest of the Pledgor, whether now owned or existing or hereafter created, acquired or arising, and regardless of where located, in and to all of the following property following, (all of the "Pledged same, collectively, the “Collateral"”):
(ai) all Equity Interests, including all shares, ownership, economic and management interests, and/or partnership interests in any Person owned or held by Pledgor (ii) any and all payments and distributions of whatever kind or character, whether in cash or other property, at any time made, owing or payable to Pledgor in respect of or on account of its present or hereafter acquired Equity Interests, whether due or to become due and whether representing profits, distributions pursuant to complete or partial liquidation or dissolution of the indebtedness issuer of such Equity Interests, distributions representing the complete or partial redemption of Pledgor’s Equity Interests in any Person or the complete or partial withdrawal of Pledgor from any Person, repayment of capital contributions made to or with respect to any Person in respect of Equity Interests in such Person held by Pledgor and the right to receive, receipt for, use, and enjoy all such payments and distributions, and (iii) all other rights and privileges incident to Pledgor’s interest in such Equity Interests, provided, that prior to the occurrence of an Event of Default, the Pledgor shall retain certain rights as described in Schedule I hereto (the "Initial Pledged Debt")Section 7 below;
(bii) the indebtedness (the "Additional Pledged Debt"Specified Account; West Maricopa Combine, LLC Pledge and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");Security Agreement
(ciii) the promissory notes evidencing the Pledged Debt and all securitiesinterest, moneydividends, cash, instruments, investment property, financial assets general intangibles and other Property property from time to time received, receivable or otherwise distributed or distributable payable in respect of of, or in exchange for for, any or all of the Pledged Debtforegoing;
(div) supporting evidence and documents relating to any of the shares above-described property, including, without limitation, computer programs, disks, tapes, electronic archives, clouds and related electronic data processing media, and all rights of Capital Stock described the Pledgor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in Schedule III hereto (which the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");same are reflected or maintained; and
(ev) to the shares of Capital Stock extent not covered by clauses (the "Additional Pledged Shares"i) described in a Pledge Amendment through (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment"iii) and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporationabove, all shares “proceeds” (as defined in UCC) of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;foregoing.
(b) The Collateral Agent shall have with respect to the Collateral, in addition to the rights and remedies set forth herein, in the Notes, the Note Agreement, the Guaranty Agreements and in the other Note Documents, all of the rights and remedies available to a secured party under the UCC, as if such rights and remedies were fully set forth herein.
(c) The lien and security interest herein granted and provided for is made and given to secure, and shall secure, the payment and performance of (i) any and all indebtedness, obligations, and liabilities of whatsoever kind and nature of the Pledgor to the Collateral Agent and the other Secured Parties under the Notes, the Note Agreement, the Guaranty Agreements and the other Note Documents (whether arising before or after the filing of a petition in bankruptcy), whether direct or indirect, absolute or contingent, due or to become due, and whether now existing or hereafter arising and howsoever held, evidenced, or acquired, and whether several, joint, or joint and several and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by any of the Secured Parties in collecting or enforcing any of such indebtedness, obligations, or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the foregoing being hereinafter referred to as the “Secured Obligations”).
(d) For the avoidance of doubt and notwithstanding anything herein, or in the Note Agreement, the Guaranty Agreements, the Notes or any other Note Documents, to the contrary, (i) no Subsidiary of the Pledgor that is a regulated utility is a borrower or guarantor under any Note Document, nor is any such Subsidiary pledging any of its property or assets as collateral for the Secured Obligations, and (ii) no regulated utility may declare distributions or dividends to its equity holders, except in accordance with applicable law (including ACC Regulations), and subject to each regulated utility’s obligations to maintain revenues and funds sufficient to fund direct and indirect operating and maintenance expenses (including general and administrative expenses and further including all reasonable and necessary costs, fees and expenses for operation and maintenance of the system utilities), fees and expenses. West Maricopa Combine, LLC Pledge and Security Agreement
Appears in 1 contract
Sources: Pledge and Security Agreement (Global Water Resources, Inc.)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Obligations")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obliga▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇or post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "OBLIGATIONS")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement, the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement and the Related Agreements the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "DOCUMENTS") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obligati▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged CollateralCOLLATERAL"):
(a) the indebtedness described in Schedule I shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtPLEDGED STOCK") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "ISSUER") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral To secure the full and punctual payment and performance of the Pledgor’s Obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee, for the ratable benefit of Creditor Parties, in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial “Pledged Debt"Stock”);
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital Stock stock or other equity interests of Analytica International, Inc. (the “Issuer”) from time to time acquired by such the Pledgor in connection with stock dividends on the Pledged Stock or a distribution with respect to the Pledged Stock in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Datalogic International Inc)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”)
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock, partnership interests, limited liability company interests and other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock, partnership interests, limited liability company interests, membership interests or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock (if any) and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock, partnership interests, limited liability company interests, membership interests and other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares or interests, as the Additional Pledged Shares case may be (if any), and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under the Note and Warrant Purchase Agreement and the Related Agreements referred to in the Note and Warrant Purchase Agreement (the Note and Warrant Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of the Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with any additional shares of stock or Accentia Pledge Agreement other equity interests acquired by the Initial Pledged DebtPledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of the Issuer of the Pledged Stock from time to time acquired by such the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. As collateral security for all to secure the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in and subject to Section 3 hereof3.02 below), each Pledgor Assignor hereby pledges and assigns to the Administrative Agent Account Agent, for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing possessory Lien and security interest in, in all of such Pledgor's the right, title and interest of such Assignor in and to the following property (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such PledgorPartnership Funds Account, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securitiesfunds deposited therein, money, instruments, investment property, financial assets and other Property in all investments from time to time receivedtherein, receivable and in all cash and non-cash proceeds of any of the foregoing (collectively, the "Collateral"), from the date of the establishment of the Partnership Funds Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the principal of, interest on and premium on (x) the Loans made under the Credit Agreement and (y) the Subordinated Notes, (ii) all other obligations and indebtedness of each Assignor to the Lenders and Holders now existing or otherwise distributed or distributable in respect of hereafter incurred under, arising out of, or in exchange for any or connection with the Credit Agreement, the other Credit Documents and the Subordinated Notes Documents and the due performance and compliance by each Assignor with all of the Pledged Debt;
terms, conditions and agreements contained in the Credit Agreement, the other Credit Documents and the Subordinated Notes Documents, (diii) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued any and all sums advanced by the Persons described Account Agent in such Schedule III order to preserve the Collateral or to preserve its security interest in the Collateral, (the "Initial Pledged Subsidiaries");
(eiv) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation proceeding for the collection or merger enforcement of any indebtedness, obligations or liabilities of any Assignor referred to in which a Pledged Subsidiary is not clauses (i), (ii) or (iii) above, after an Event of Default shall have occurred and be continuing, the surviving corporationreasonable expenses of retaking, all shares holding, preparing for sale or lease, selling or otherwise disposing of each class or realizing on the Collateral, or of any exercise by the Capital Stock Account Agent of the successor entity its rights hereunder, together with reasonable attorneys' fees and court costs and (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gv) all additional shares of Capital Stock from time amounts paid by any Indemnitee (as hereinafter defined) as to time acquired by which such Pledgor of any Pledged Subsidiary (Indemnitee has the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time right to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;reimbursement under Section 9 hereof.
Appears in 1 contract
Sources: Partnership Funds Agreement (Resort at Summerlin Inc)
Pledge and Grant of Security Interest. (a) As collateral security for all the prompt satisfaction of the Obligations (as defined in Section 3 hereof)Obligations, each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the LendersPledgee, and grants to the Administrative Agent for the benefit of itself Pledgee a perfected first-priority lien on and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt");Company Interests.
(b) If Pledgor shall become entitled to receive or shall receive, in connection with any of the indebtedness Pledged Company Interests, any:
(i) certificate, including, without limitation, any certificate representing dividends or interest on the "Additional Pledged Debt"Company Interests, or representing a distribution in respect of any of the Pledged Company Interests, or resulting from a spin-off, a split-off, a revision, a reclassification, a merger, a consolidation, a sale of assets, or other like change of any Pledged Company Interests or otherwise received in exchange therefor, and together with any subscription warrants, rights or options issued to the Initial Pledged Debtholders of, or otherwise in respect of, the "Pledged Debt"Company Interests;
(ii) described dividend or distribution payable in a Pledge Amendment property, including securities issued by other than Pledgee; or
(Debt)iii) dividends or distributions of any sort; then: Pledgor shall, duly executed by such Pledgorsubject to the provisions of Section 2(e) of this Agreement, accept the same as Pledgee’s agent, in substantially trust for Pledgee, and shall deliver them forthwith to Pledgee in the exact form received with, as applicable, Pledgor’s endorsement when necessary, or appropriate assignments in blank, to be held by Pledgee, subject to the terms hereof, as part of Schedule II hereto (a "Pledge Amendment (Debt)");the Pledged Company Interests.
(c) the promissory notes evidencing Pledgor herewith delivers the Pledged Debt Company Interests to Pledgee represented by certificates duly endorsed in blank, or accompanied by appropriate stock powers duly endorsed in blank and all securitiesnotarized by a notary public, moneyand Pledgee hereby acknowledges receipt thereof.
(d) Upon written notice to Pledgor of an Event of Default, instrumentsPledgee, investment propertyat its option, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for may have any or all of the Pledged Debt;
(d) Company Interests registered in its name or the shares name of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in its nominee, and Pledgor hereby acknowledges that, upon such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock)written notice, duly executed by such PledgorPledgee may, in substantially its sole discretion, effect such registration. Immediately and without further notice, upon the form occurrence of Schedule IV hereto (a "Pledge Amendment (Stock)"an Event of Default, and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by whether or not the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, Company Interests shall have been registered in the event name of any consolidation Pledgee or merger in which a its nominee, Pledgee or its nominee shall have, with respect to the Pledged Subsidiary is not Company Interests, the surviving corporation, right to exercise all shares of each class voting rights (if any) as to all of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by Pledged Company Interests and all other corporate rights and all conversion, exchange, subscription or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual privileges or otherwiseoptions pertaining thereto as if Pledgee or its nominee were the absolute owner thereof, in respect thereof and all sharesincluding, securitieswithout limitation, money, instruments, investment property, financial assets and other Property from time the right to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged SharesCompany Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee, or upon the exercise by Pledgee or its nominee of any right, privilege, or option pertaining to any of the Pledged Company Interests and, in connection therewith, to deliver any of the Pledged Company Interests to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee or its nominee may determine, all without liability except to account for property actually received by Pledgee or its nominee; but neither Pledgee nor its nominee, as appropriate, shall have any duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.
(e) Unless an Event of Default shall have occurred, Pledgor shall be entitled to receive for Pledgor’s own use all cash distributions, if any, paid on, or otherwise in respect of, the Pledged Company Interests. Upon the occurrence of an Event of Default and after written notice to Pledgor, Pledgee may require any such cash dividends to be delivered to Pledgee as additional security hereunder or applied toward the satisfaction of the Obligations.
(f) Upon the occurrence of an Event of Default, and at any time thereafter, Pledgee shall have and may exercise with reference to the Pledged Company Interests any or all of the rights and remedies of a secured party (i) under the Uniform Commercial Code, (ii) under any other applicable law, or (iii) under this Agreement, including, without limitation, and without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor or any other person (all of which are, to the extent permitted by law, hereby expressly waived), the right to immediately realize upon the Pledged Company Interests or any part thereof and the right to sell or otherwise dispose of and deliver the Pledged Company Interests or any part thereof or interest therein, in one or more parcels at public or private sale or sales, at any exchange, broker’s board or at any other location, at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Company Interests purchase the shares constituting the Pledged Company Interests for investment and without any intention to make a distribution thereof) as it may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right to Pledgee or any purchaser to purchase upon any such sale the whole or any part of the Pledged Company Interests free of any right or equity of redemption in favor of Pledgor, which right or equity is hereby expressly waived and released.
(g) The proceeds of any such disposition or other action by Pledgee pursuant to Section 2(f) hereof shall be applied as follows:
(i) first, to the costs and expenses incurred in connection therewith or incidental thereto or to the care or safekeeping of any of the Pledged Company Interests or in any way relating to the rights of Pledgee hereunder, including reasonable attorneys’ fees and legal expenses;
(ii) second, to the satisfaction of the Obligations;
(iii) third, to the payment of any other amounts required by applicable law (including, without limitation, Section 9608(a) of the Uniform Commercial Code); and
(iv) fourth, to Pledgor to the extent of any surplus proceeds.
(h) The Company need not give more than five (5) days’ notice of the time and place of any public sale or of the time after which a private sale may take place, which notice Pledgor hereby deems reasonable.
(i) If an Event of Default shall have occurred, Pledgee shall not be required to marshal any present or future security for, or guarantees of, the Note or to resort to any such security or guarantee in any particular order and Pledgor waives, to the fullest extent that Pledgor lawfully can, any right Pledgor might have to require Pledgee to pursue any particular remedy before proceeding against Pledgor or the Pledged Company Interests.
Appears in 1 contract
Sources: Membership Purchase Agreement (Agfeed Industries, Inc)
Pledge and Grant of Security Interest. As collateral To secure the full and punctual payment and performance of the (a) obligations under the Purchase Agreement and the Security Agreement and (b) all other indebtedness, obligations and liabilities of Pledgor to Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively, the “Indebtedness”), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial “Pledged Debt"Stock”);
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer of the Pledged Stock (the “Issuer”) from time to time acquired by such the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Indebtedness”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements (expressly excluding the Warrant) referred to in the Securities Purchase Agreement(the Securities Purchase Agreement and the Related Agreements (expressly excluding the Warrant), as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for the prompt and complete payment and performance of any and all obligations, now or hereafter existing, of the Obligations (as defined in Section 3 hereof)Pledgor under this Agreement or the Loan Agreement, each including any extensions, modifications, substitutions, amendments and renewals hereof or thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnification or otherwise, the Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the LendersLender, and grants to the Administrative Agent for the benefit of itself and the Lenders Lender a continuing security interest in, any and all of such the Pledgor's right, title and interest in and to the following property following, whether now owned or existing or hereafter acquired or owned (collectively, the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt")Shares;
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described all securities or other instruments in a Pledge Amendment (Debt), duly executed by such Pledgoraddition to, in substantially substitution of, or in exchange for any of the form of Schedule II hereto Pledged Shares (whether as a "Pledge Amendment (Debt)"distribution in connection with any recapitalization, reorganization or reclassification, a stock dividend or otherwise);
(c) the promissory notes evidencing the Pledged Debt and all securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable any distributions of cash or otherwise distributed or distributable property in respect of or the items described in exchange for any or all of the Pledged Debtpreceding clauses (a) and (b);
(d) all proceeds and products of any of the shares of Capital Stock described foregoing items, however and whenever acquired and in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");whatever form; and
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed any other property or assets pledged by such Pledgor, in substantially order to substitute for existing Collateral or to provide sufficient security for the form Loan as required hereunder Notwithstanding any other provision of Schedule IV hereto this Agreement, the aggregate of value of the Collateral shall be limited to the value that, when combined with the fair market value of the Property secured by the Deed of Trust, is at all times not less than 120% of the aggregate of (a "Pledge Amendment (Stock)"i) the outstanding balance of the Loan, plus all interest thereon, and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment"ii) and issued any other loan or other obligation of the Pledgor secured by the Persons described in Property and which is senior to the Loan, plus all interest thereon. For the purpose of determining whether or not the Lender has sufficient security for the Loan, the Lender shall have the right to obtain independent appraisals of the Property at the Lender's expense, on an annual basis or prior to the Loan becoming subordinate to any other loan, if ever. If necessary following such Pledge Amendment appraisal, Mr. McGlashan shall provide the Company with an irrevocable power of ▇▇▇▇▇▇▇▇ ▇▇▇▇led with an interest giving authority to the Company to exercise on Pledgor's behalf any vested options following any Event of Default. If, (a) the "Additional Pledged Subsidiaries"value of the Collateral, when combined with the fair market value of the Property is approximately 90% or less of the total of (i) the then current outstanding balance of the Loan, plus all interest thereon, and together with (ii) any other loan or obligation of the Initial Pledged SubsidiariesPledgor secured by the Property and which is senior to the Loan, collectively plus all interest thereon, (b) there are no additional Shares available to increase the "Pledged Subsidiaries" value of the Collateral, and individually (c) the Company's auditor determines that the Company would be required to take a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under charge against earnings and treat the Loan Documentsas bonus compensation to Pledgor, then Pledgor shall deliver to the Company other personal or real property security sufficient to increase the total value of the Collateral and the Property to 100% of the total of (i) the then current outstanding balance of the Loan, plus all interest thereon, and (ii) any other loan or obligation of the Pledgor secured by the Property and which is senior to the Loan, plus all interest thereon. In addition, with respect to any options necessary to satisfy the Collateral requirement hereunder, Pledgor shall deliver to Lender his written commitment, in the event of form reasonably acceptable to Lender, that he shall not exercise or transfer any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class such options. All such options shall immediately become part of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;Collateral. .
Appears in 1 contract
Sources: Pledge Agreement (Critical Path Inc)
Pledge and Grant of Security Interest. As collateral security To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”)
(a) all obligations owing to Pledgee and the other Creditor Parties under the Security Agreement and the Ancillary Agreements (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee and the other Creditor Parties whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise, including, without limitation, obligations of each Pledgor for all of post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofbut for the commencement of such case), each Pledgor hereby pledges pledges, assigns, hypothecates, transfers and assigns grants a security interest to the Administrative Agent Pledgee, for the ratable benefit of itself and the LendersCreditor Parties, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Co▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇imitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Centurion Gold Holdings Inc)
Pledge and Grant of Security Interest. As collateral ------------------------------------- security for all of the Obligations (as defined in Section 3 hereof), each the Pledgor hereby pledges and collaterally assigns to the Administrative Collateral Agent, and grants to the Collateral Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):): ------------------
(a) the indebtedness described in Schedule I hereto and all indebtedness from time to time required to be pledged to the Collateral Agent pursuant to the terms of the Amended and Restated Financing Agreement (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes and other instruments evidencing the ------------ Pledged Debt and all securitiesinterest, moneycash, instruments, investment property, financial assets instruments and other Property property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
(db) the shares of Capital Stock stock described in Schedule III II hereto (the "Initial Pledged ------- Shares") issued by the Persons corporations described in such Schedule III II (the "Initial Pledged Existing ------ -------- Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options ------------ and other rights, contractual or otherwise, in respect thereof and all sharesdividends, securitiescash, money, instruments, investment property, financial assets instruments and other Property property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;
(c) the shares of stock at any time and from time to time acquired by the Pledgor, of any and all Subsidiaries, whether now or hereafter existing, all or a portion of the stock of which is acquired by the Pledgor at any time (such Subsidiaries, together with the Existing Subsidiaries, being hereinafter referred to collectively as the "Pledged Subsidiaries" and individually as a -------------------- "Pledged Subsidiary"), the certificates representing such shares, all options ------------------ and other rights, contractual or otherwise, in respect thereof 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 such shares;
(d) all additional shares of stock, from time to time acquired by the Pledgor, of any Pledged Subsidiary, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof 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 such additional shares; and
(e) all proceeds of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor and/or any other subsidiary of the Company to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor and/or any other subsidiary of the Obligations (as defined in Section 3 hereofCompany for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case, and irrespective of the allowability, allowance or disallowance of such post-petition interest, fees, costs and charges), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto (which shall explicitely exclude the "Initial Pledged Debt");
shares of Epixtar Marketing Corp., a Florida corporation, until such time as such shares are released from the escrow arrangement by and between the Company and the previous owners thereof) and expressly made a part hereof (b) the indebtedness (the "Additional Pledged Debt", and together with any additional shares of stock or other equity interests acquired by any Pledgor after the Initial Pledged Debtdate hereof, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual -------------------------------------- payment and performance of (the following clauses (a) through (c), collectively, the "Obligations")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents"), (b) the obligations and liabilities of Company to Pledgee under the Guaranty and (c) all other obligations and liabilities of Gulf Coast and each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against Gulf Coast and/or any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of Gulf Coast and each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and ---------- expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially ------------- the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") ------ of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of (the Obligations following clauses (as defined in Section 3 hereofa) and (b), each Pledgor hereby pledges and assigns to collectively, the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
“Obligations”) (a) the indebtedness described obligations under the Securities Purchase Agreement, the Related Agreements referred to in Schedule I hereto the Securities Purchase Agreement, the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the "Initial Pledged Debt");
Securities Purchase Agreement, the Related Agreements, the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of the indebtedness Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the "Additional Pledged Debt"“Collateral”): (i) the intercompany notes and instruments issued to, and or held by, the Pledgor set forth on Schedule A hereto (collectively, together with additional notes and instruments acquired by the Initial Pledged DebtPledgor from time to time, the "“Pledged Debt") described in a Pledge Amendment (DebtInstruments”), duly executed by such Pledgor(ii) all dividends, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securitiescash, moneyinterest, other instruments, investment property, financial assets distributions and other Property property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
Instruments and (diii) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event all other proceeds of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the foregoing. The Pledged Shares;Instruments are being herewith delivered to and pledged with Pledgee, and Pledgee acknowledges receipt thereof. Notwithstanding the foregoing or anything contained herein to the contrary and so long as an Event of Default has not occurred hereunder, Pledgor may retain any funds or payments received by it pursuant to any of the Pledged Instruments.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obli▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇f each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (American Technologies Group Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), the "Indebtedness") (a) the obligations under the Purchase Agreement and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under the Securities Purchase Agreement, the Related Agreements referred to in the Securities Purchase Agreement, the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Related Agreements, the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or A&R Stock Pledge Agreement disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges acknowledges, confirms and assigns agrees that such Pledgee has and shall continue to have a security interest in all of the Collateral (as defined below) heretofore granted by each Pledgor to Pledgee pursuant to the Administrative Agent for the benefit of itself Original Stock Pledge Agreement and the Lenderseach Pledgor hereby pledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the Obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obligati▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇s of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Digital Lifestyles Group Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), the “Indebtedness”)
(a) the obligations under the Agreement and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefore or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇cluding, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Xstream Beverage Group Inc)
Pledge and Grant of Security Interest. As collateral security for all of (a) To secure the Secured Obligations (as defined in Section 3 hereof), each 2(c) below) Pledgor hereby pledges and assigns grants to the Administrative Agent Collateral Agent, for the benefit of itself the Secured Parties, a lien on and the Lenderssecurity interest in, and grants acknowledges and agrees that the Collateral Agent has and shall continue to the Administrative Agent for the benefit of itself and the Lenders have a continuing lien on and security interest in, all of such Pledgor's right, title and interest of the Pledgor, whether now owned or existing or hereafter created, acquired or arising, and regardless of where located, in and to all of the following property following, (all of the "Pledged same, collectively, the “Collateral"”):
(ai) all Equity Interests, including all shares, ownership, economic and management interests, and/or partnership interests in any Person owned or held by Pledgor (ii) any and all payments and distributions of whatever kind or character, whether in cash or other property, at any time made, owing or payable to Pledgor in respect of or on account of its present or hereafter acquired Equity Interests, whether due or to become due and whether representing profits, distributions pursuant to complete or partial liquidation or dissolution of the indebtedness issuer of such Equity Interests, distributions representing the complete or partial redemption of Pledgor’s Equity Interests in any Person or the complete or partial withdrawal of Pledgor from any Person, repayment of capital contributions made to or with respect to any Person in respect of Equity Interests in such Person held by Pledgor and the right to receive, receipt for, use, and enjoy all such payments and distributions, and (iii) all other rights and privileges incident to Pledgor’s Global Water Resources, Inc. Pledge and Security Agreement interest in such Equity Interests, provided, that prior to the occurrence of an Event of Default, the Pledgor shall retain certain rights as described in Schedule I hereto (the "Initial Pledged Debt")Section 7 below;
(bii) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)")Specified Account;
(ciii) the promissory notes evidencing the Pledged Debt and all securitiesinterest, moneydividends, cash, instruments, investment property, financial assets general intangibles and other Property property from time to time received, receivable or otherwise distributed or distributable payable in respect of of, or in exchange for for, any or all of the Pledged Debtforegoing;
(div) supporting evidence and documents relating to any of the shares above-described property, including, without limitation, computer programs, disks, tapes, electronic archives, clouds and related electronic data processing media, and all rights of Capital Stock described the Pledgor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in Schedule III hereto (which the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");same are reflected or maintained; and
(ev) to the shares of Capital Stock extent not covered by clauses (the "Additional Pledged Shares"i) described in a Pledge Amendment through (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment"iii) and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporationabove, all shares “proceeds” (as defined in UCC) of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;foregoing.
(b) The Collateral Agent shall have with respect to the Collateral, in addition to the rights and remedies set forth herein, in the Notes, the Note Agreement, the Guaranty Agreements and in the other Note Documents, all of the rights and remedies available to a secured party under the UCC, as if such rights and remedies were fully set forth herein.
(c) The lien and security interest herein granted and provided for is made and given to secure, and shall secure, the payment and performance of (i) any and all indebtedness, obligations, and liabilities of whatsoever kind and nature of the Pledgor to the Collateral Agent and the other Secured Parties under the Notes, the Note Agreement, the Guaranty Agreements and the other Note Documents (whether arising before or after the filing of a petition in bankruptcy), whether direct or indirect, absolute or contingent, due or to become due, and whether now existing or hereafter arising and howsoever held, evidenced, or acquired, and whether several, joint, or joint and several and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by any of the Secured Parties in collecting or enforcing any of such indebtedness, obligations, or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the foregoing being hereinafter referred to as the “Secured Obligations”).
(d) For the avoidance of doubt and notwithstanding anything herein, or in the Note Agreement, the Guaranty Agreements, the Notes or any other Note Documents, to the contrary, (i) no Subsidiary of the Pledgor that is a regulated utility is a borrower or guarantor under any Note Document, nor is any such Subsidiary pledging any of its property or assets as collateral for the Secured Obligations, and (ii) no regulated utility may declare distributions or dividends to its equity holders, except in accordance with applicable law (including ACC Regulations), and subject to each regulated utility’s obligations to maintain revenues and funds sufficient to fund Global Water Resources, Inc. Pledge and Security Agreement direct and indirect operating and maintenance expenses (including general and administrative expenses and further including all reasonable and necessary costs, fees and expenses for operation and maintenance of the system utilities), fees and expenses.
Appears in 1 contract
Sources: Pledge and Security Agreement (Global Water Resources, Inc.)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, and under, pursuant to or evidenced by any related note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in Schedule I hereto shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (the "Initial Pledged Debt"each an “Issuer”);
, including (bwithout limitation) the indebtedness Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any Issuer of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (TRUEYOU.COM)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Indebtedness”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement and the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement and such Related Agreements and the Security Agreement and such Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, the Obligations Bankruptcy and Insolvency Act (as defined in Section 3 hereofCanada) (the “BIA”) and the Companies’ Creditors Arrangement Act (the “CCAA”) including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares set forth on Schedule I “A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtShares”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Shares and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;
(b) all additional shares of any issuer (each, an “Issuer”) of the Pledged Shares from time to time acquired by any Pledgor in any manner, including, without limitation, dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, amalgamation, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any Pledged Shares and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Share Pledge Agreement (House of Brussels Chocolates Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Agreement and the Related Agreements and Security Agreement, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against Pledgor under Title 11, United States Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Indebtedness”)
(a) the obligations or Pledgor under that certain Guarantee dated as of the date hereof (as amended, modified, restated or supplemented from time to time, the “Guarantee”) pursuant to which Pledgor guarantees all of the Obligations obligations of T▇▇▇▇▇ USA and certain if its subsidiaries to Laurus pursuant to, inter alia, the Security Agreement and Ancillary Agreements (the Guarantee, Security Agreement and Ancillary Agreements, as defined each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of Pledgor to Laurus whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guarantee, instrument or otherwise (in Section 3 hereof)each case, each irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral) therefor or of the existence or extent of such collateral, Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Laurus in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in securities set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional securities or other equity interests acquired by Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtSecurities”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Securities and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtSecurities;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares securities of Capital Stock any issuer (each, an “Issuer”) of the Pledged Securities from time to time acquired by such Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Securities and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights. Pledgor acknowledges that (i) value has been given, (ii) it has rights in the Pledged Shares;Pledge Securities, (iii) it has not agreed to postpone the time of attachment of the security interest created hereby, and (iv) it has received a duplicate original copy of this Securities Pledge Agreement. If the Securities are now or at any time hereafter become evidenced in whole or in part, by uncertificated securities registered or recorded in records maintained by or on behalf of the Issuer in the name of a clearing agency, Pledgor shall, at the request of Laurus, cause the security interest created hereby to be entered in the records of such clearing agency.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Indebtedness”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock and membership interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests or membership interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock and membership interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares and membership interests, as the Additional Pledged Shares case may be, and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares and membership interests; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Biodelivery Sciences International Inc)
Pledge and Grant of Security Interest. As To secure the full and ------------------------------------- punctual payment and performance of (the following clauses (a) and (b), the "Indebtedness")
(a) the obligations under the Purchase Agreement and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and ---------- expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Obligations")
(a) the obligations under the Securities Purchase Agreement, the Related Agreements referred to in the Securities Purchase Agreement, the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Related Agreements, the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under any of the Bankruptcy and Insolvency Act (as defined in Section 3 hereofthe "BIA"), the Companies' Creditors Arrangement Act (the "CCAA") or Title 11, United St▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇ithout limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges acknowledges, confirms and assigns agrees that Pledgee has and shall continue to have a security interest in all of the Collateral heretofore granted by such Pledgor to Pledgee pursuant to the Administrative Agent for the benefit of itself Original Stock Pledge Agreement and the Lendershereby pledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property owned by such Pledgor (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, amalgamation consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of the Obligations Put Right (as defined in Section 3 hereofthe Warrants), each including any obligation under the Put Notes (as defined in the Warrants) and the termination or satisfaction of the Put Right (the “Warrant Obligations”), Pledgor hereby pledges and assigns grants at first priority security interest to the Administrative Collateral Agent for the ratable benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, Mezzanine Investors in all of such Pledgor's its right, title and interest in and to all of the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in membership interests of the Company set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial “Pledged Debt"Interests”);
, (b) including the indebtedness (certificate or other instrument representing the "Additional Pledged Debt"Interests), and together with the Initial Pledged Debtall dividends, the "Pledged Debt") described in a Pledge Amendment (Debt)cash, duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securities, money, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;Interests; and
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares membership interests of Capital Stock any issuer of the Pledged Interests (the “Issuer”) from time to time acquired by such the Pledgor in any manner, including, without limitation, dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of membership interests, splits, spin-offs or split-offs (which additional membership interests shall be deemed to be part of the "Additional Shares"Collateral, whether or not represented by a certificated security or other instrument), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and or other instruments representing the Pledged Sharessuch additional membership interests, if any, and all warrantsdividends, options cash, instruments and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such membership interests; and
(c) all options and other Equity Interests of the Issuer, whether as an addition to, in substitution of or in exchange for the Pledged Shares;Interests. Notwithstanding the foregoing, the pledge and grant of the security interest herein above shall become effective immediately upon the satisfaction of the condition set forth in Section 23(d)(i) hereof.
Appears in 1 contract
Sources: Pledge Agreement (Bh Re LLC)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Obligations")
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under Title 11, United States Code, in▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
89.1 the shares of stock set forth on Schedule A annexed hereto and expressly made a part hereof (a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) 89.2 all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
89.3 all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a), (b) and (c), collectively, the "Obligations")
(a) the obligations under the Merger Agreement and the related agreements referred to in the Merger Agreement, (b) obligations under the Note and Master Security Agreement (the "Security Agreement") (the Merger Agreement, the Note, the Security Agreement, and the related agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (c) all other obligations and liabilities of Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against Pledgor under Title 11, United States Code, including, without limitation, obliga▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇st-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto shares of stock of Beverage Network and Global Merger Corp., a Nevada Corporation (the "Initial Pledged DebtGMC");
, as shall exist after the merger of Beverage Network and GMC (b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital Stock stock of Beverage Network from time to time acquired by such Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Xstream Beverage Network, Inc.)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”)
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock and the certificates evidencing a limited liability company interest set forth on Schedule I A annexed hereto and expressly made a part hereof Stock Pledge Agreement (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or certificates evidencing a limited liability company interest of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of the Obligations, Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest and lien in and to, right of setoff against and collateral security for assignment to Lender in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "“Pledged Collateral"”):
(a) the indebtedness described in all Pledged Equity Interests set forth on Part A of Schedule I annexed hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtexpressly made a part hereof, the "certificates, if any, representing such Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt Equity Interests and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtEquity Interests;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital Stock stock and other equity interests of any issuer of the Pledged Equity Interests (the “Issuer”) from time to time acquired by such Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged Subsidiary (the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates, the Additional Pledged Shares if any, representing such additional shares, and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares;
(c) all Pledged Indebtedness set forth on Part B of Schedule I annexed hereto and expressly made a part hereof and the promissory notes, other Instruments and letters of credit evidencing such Pledged Shares;Indebtedness, and all interest, cash, Instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of such Pledged Indebtedness; and
(d) all additional Indebtedness arising after the date hereof and owing to Pledgor and evidenced by promissory notes, other Instruments or letters of credit, together with such promissory notes, Instruments and letters of credit, and all interest, cash, Instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of such Pledged Indebtedness.
Appears in 1 contract
Sources: Loan and Security Agreement
Pledge and Grant of Security Interest. As collateral security The Pledgor hereby pledges, assigns and delivers to the Agent, for all the ratable benefit of the Obligations Lenders (including the Issuing Lender in its capacity as defined such, and including any Lender in Section 3 hereof), each Pledgor hereby pledges and assigns its capacity as a counterparty to any Hedge Agreement with the Administrative Agent for the benefit of itself Pledgor) and the LendersAgent (collectively, the "Secured Parties"), and grants to the Administrative Agent Agent, for the ratable benefit of itself the Secured Parties, a Lien upon and the Lenders a continuing security interest in, all of such the Pledgor's right, title and interest in and to the following property following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the "Pledged Collateral"):
(ai) all of the indebtedness described issued and outstanding shares, interests or other equivalents of capital stock of the Subsidiaries as of the date hereof, at any time now or hereafter owned by the Pledgor, whether voting or non-voting and whether common or preferred; all partnership, joint venture, limited liability company or other Pledged Interests in Schedule I hereto (the "Initial Pledged Debt");
(b) Subsidiaries as of the indebtedness (date hereof, at any time now or hereafter owned by the "Additional Pledged Debt"Pledgor; all options, warrants and other rights to acquire, and together with all securities convertible into, any of the Initial Pledged Debtforegoing; all rights to receive interest, the "Pledged Debt") described income, dividends, distributions, returns of capital and other amounts (whether in cash, securities, property, or a Pledge Amendment (Debtcombination thereof), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all additional stock, warrants, options, securities, money, instruments, investment interests and other property, financial assets and other Property from time to time received, receivable paid or otherwise payable or distributed or distributable in respect of any of the foregoing (but subject to the provisions of Section 7), including, without limitation, all rights of the Pledgor to receive amounts due and to become due under or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event respect of any consolidation partnership agreement, joint venture agreement, limited liability company operating agreement, stockholders agreement or merger in other agreement creating, governing or evidencing any Pledged Interests and to which the Pledgor is now or hereafter becomes a Pledged Subsidiary is not the surviving corporationparty, all shares of each class of the Capital Stock of the successor entity (unless as any such successor entity is such Pledgor itself) formed by agreement may be amended, modified, supplemented, restated or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock replaced from time to time acquired by such Pledgor (collectively, "Ownership Agreements") or upon the termination thereof; all rights of access to the books and records of the Subsidiaries; and all other rights, powers, privileges, interests, claims and other property in any Pledged Subsidiary manner arising out of or relating to any of the foregoing, of whatever kind or character (the "Additional Shares"including any tangible or intangible property or interests therein), and whether provided by contract or granted or available under applicable law in connection therewith, including, without limitation, the Pledgor's right to vote and to manage and administer the business of the Subsidiaries pursuant to any applicable Ownership Agreement; together with all certificates, instruments and entries upon the Initial Pledged Sharesbooks of financial intermediaries at any time evidencing any of the foregoing, the Additional Pledged Shares and the Successor Sharesin each case whether now owned or existing or hereafter acquired or arising (collectively, the "Pledged SharesInterests");; and
(hii) any and all proceeds (as defined in the Uniform Commercial Code) of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (y) all certificates payments under any insurance (whether or not the Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral and instruments representing the Pledged Shares, (z) all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property amounts from time to time receivedpaid or payable under or with respect to any of the foregoing Collateral (collectively, "Proceeds"). For purposes of this Agreement, the term "Proceeds" includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise distributed disposed of, whether voluntarily or distributable in respect of or in exchange for any or all of the Pledged Shares;involuntarily.
Appears in 1 contract
Sources: Pledge Agreement (Lason Inc)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under the Securities Purchase Agreement, the Related Agreements referred to in the Securities Purchase Agreement, the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Related Agreements, the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. As collateral security for all the full, complete and final payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations and any and all other debts, liabilities and reimbursement obligations, indemnity obligations and other obligations for monetary amounts (as defined in Section 3 hereofincluding reimbursement and indemnity obligations), fees, expenses, costs or other sums (including reasonable attorneys’ fees) chargeable to the Pledgors under or pursuant to any of the Loan Documents, including the Credit Agreement, any Note, the Guaranty and this Agreement (collectively, the “Secured Obligations”), each Pledgor hereby pledges hereby, jointly and assigns severally, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Administrative Agent for the benefit of itself and the LendersLender, and hereby grants to the Administrative Agent for the benefit of itself and the Lenders Lender, a continuing security interest in, in and to all of such Pledgor's ’s right, title and interest in in, to and under each of the following property following, whether now existing or hereafter acquired (all of which being hereinafter collectively called the "“Pledged Collateral"”):
(a) all Equity Interests now or hereafter acquired or held by such Pledgor in the indebtedness described in Schedule I hereto (the "Initial Pledged Debt")Entities;
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by all of such Pledgor’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in substantially respect of the form of Schedule II hereto (a "Pledge Amendment (Debt)")foregoing;
(c) all of such Pledgor’s rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the promissory notes evidencing the Pledged Debt foregoing including, without limitation, any power to (i) terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all securities, money, instruments, investment property, financial assets other action on behalf of and other Property from time to time received, receivable or otherwise distributed or distributable in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (iii) exercise voting rights or in exchange make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or other option, (vi) exercise any right of redemption or repurchase, (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for any or all of the Pledged Debtforegoing, and (ix) file any claims and to take any action in connection with any of the foregoing;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing or evidencing any of the Pledged Shares, foregoing;
(e) all warrants, options and other rights, contractual or otherwisetitles, in respect thereof interests, powers, privileges and all shares, securities, money, instruments, investment property, financial assets and other Property from time preferences pertaining to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the foregoing; and
(f) all Proceeds of any of the foregoing; Each Pledgor hereby agrees to cause the Pledged Shares;Entities to promptly register the pledge of the Equity Interests covered in this Section 2.1 on their respective books and records, and otherwise register such pledge pursuant to Articles 8 and 9 of the UCC.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Security Agreement and the Ancillary Agreements (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of Pledgor to Laurus whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against Pledgor under Title 11, United States Code, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇itation, obligations or indebtedness of Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Laurus in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for the payment of all indebtedness and other obligations of the Obligations Debtor to the Secured Party under a certain Convertible Promissory Note of even date herewith executed by the Debtor in the original principal amount of $1,500,000 and payable to the Secured Party and any and all renewals, extensions or substitutions therefor (as defined in Section 3 hereofthe "Note") and the obligations of Debtor under that certain Amended and Restated Purchase Agreement of even date herewith between the Debtor and the Secured Party (the "Purchase Agreement") and under this Agreement (collectively, the "Obligations"), each Pledgor the Debtor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the LendersSecured Party, and grants to the Administrative Agent for the benefit of itself and the Lenders Secured Party a continuing security interest in, all of such Pledgorthe Debtor's right, title title, and interest in the following and to certain property (the "Pledged Collateral"):
consisting of (a) the indebtedness described Membership Interest of the Debtor in Schedule I hereto Black Hawk/Jaco▇▇ ▇▇▇ertainment, LLC, a Colorado limited liability company (the "Initial Pledged DebtLLC");
, (b) the indebtedness (Capital Interest of the "Additional Pledged Debt"Debtor in the LLC, and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing interest of the Pledged Debt Debtor in the Net Profits and Net Losses and Net Cash Flow of the LLC together with any and all securitiesadditional Membership Interests in the LLC now or hereafter acquired by the Debtor in any manner, moneyand any and all certificates representing the membership interests, instrumentsand all cash, investment propertydividends, financial assets distributions and other Property instruments and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
Membership Interests; and (d) all products and proceeds of any of the shares foregoing, and all other rights and privileges associated with Debtor's membership in the LLC (collectively, the "Collateral"). Without limiting the generality of Capital Stock described the foregoing, this Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by the Debtor to the Secured Party but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Debtor. "Proceeds" shall have the meaning set forth in Schedule III hereto the Uniform Commercial Code and shall include without limitation all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash or liquidated claims. (All capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Operating Agreement for the LLC (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged SubsidiariesOperating Agreement");
.) The other members of the LLC are Secured Party and BH Entertainment Ltd. (e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged SubsidiaryEntertainment");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;.
Appears in 1 contract
Sources: Assignment, Pledge and Security Agreement (Black Hawk Gaming & Development Co Inc)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial “Pledged Debt"Stock”);
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer, as listed in the column entitled "Issuer" on Schedule A (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Xfone Inc)
Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each Each Pledgor hereby pledges and assigns to the Administrative Agent Agent, for the ratable benefit of itself and the LendersSecured Parties, and grants to the Administrative Agent Agent, its successors and assigns, for the ratable benefit of itself the Secured Parties, a Lien upon and the Lenders a continuing security interest in, all of such Pledgor's ’s right, title and interest in and to the following property following, in each case whether now owned or existing or hereafter acquired or arising or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the "Pledged “Collateral"”):
(ai) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt")all Accounts;
(bii) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)")all Chattel Paper;
(ciii) all Contracts;
(iv) all Deposit Accounts;
(v) all Documents and Records;
(vi) all Equity Interests; provided, however, that no Equity Interests of any issuer incorporated in a jurisdiction outside of the United States of America shall be included hereunder to the extent that (A) the promissory notes evidencing aggregate amount of Equity Interests of such issuer pledged hereunder would exceed 65% of such issuer’s Equity Interests and (B) solely with respect to WP Canada, a percentage of such Equity Interests pledged hereunder exceeding 65% would result in adverse tax consequences to the Pledged Debt Borrower;
(vii) all General Intangibles;
(viii) all Instruments and Intercompany Obligations;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Patent Collateral;
(xii) all Trademark Collateral;
(xiii) to the extent not covered or not specifically excluded by clauses (i) through (xii) above, or the definitions of the terms included therein, all of such Pledgor’s other personal property, including, without limitation, all goods, supporting obligations and letter-of-credit rights, whether now owned or existing or hereafter arising or acquired, but excluding the Excluded Interests; and
(xiv) any and all securitiesproceeds, moneyas such term is defined in the Uniform Commercial Code, instrumentsproducts, investment propertyrents and profits of or from any and all of the foregoing and, financial assets to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights to recover for any past, present or future infringement or dilution of or injury to any Patent Collateral or Trademark Collateral, and (z) all other Property amounts from time to time received, receivable paid or otherwise distributed payable under or distributable in with respect of or in exchange for to any or all of the Pledged Debt;
foregoing Collateral (d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by “Proceeds”). Each Pledgor authorizes the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or Agent to file financing statements under the Loan Documents, in Uniform Commercial Code describing the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;Collateral.
Appears in 1 contract
Sources: Pledge and Security Agreement (Water Pik Technologies Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of the Pledgor to the Purchasers whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such Indebtedness in any case commenced by or against the Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Agent in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with any additional shares of stock or other equity interests acquired by the Initial Pledged DebtPledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Series A Securities Purchase Agreement and the Related Agreements referred to in the Series A Securities Purchase Agreement, (b) the obligations under the Term Note Securities Purchase Agreement and the Related Agreements referred to in the Term Note Securities Purchase Agreement (the Series A Securities Purchase Agreement, the Related Agreements, referred to in the Series A Securities Purchase Agreement, the Term Note Securities Purchase Agreement and the Related Agreement referred to in the Term Note Securities Purchase Agreement, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (c) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obligat▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Secured Digital Applications Inc)
Pledge and Grant of Security Interest. As collateral security (a) The Issuer hereby pledges to the Escrow Agent for all its benefit and for the ratable benefit of the Obligations (Holders of the Preferred Securities, as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderstheir respective interests appear, and grants to the Administrative Escrow Agent for its benefit and for the ratable benefit of itself and the Lenders Holders of the Preferred Securities, a continuing first priority security interest in, in and to all of such Pledgorthe Issuer's right, title and interest in in, to and under the following property (hereinafter collectively referred to as the "Pledged Collateral"):
), whether evidenced by or characterized as investment property, general intangibles, documents, instruments, accounts or otherwise: (a) the indebtedness described United States Treasury securities identified in Schedule I hereto Annex 1 to Exhibit A to this Escrow Agreement (the "Initial Firm Pledged DebtSecurities" and, together with the Additional Pledged Securities, the "Pledged Securities");, (b) the United States Treasury securities, if any, to be purchased pursuant to Section 1(b), (c) any and all applicable security entitlements to the Pledged Securities, (d) The [Bank of New York] account in the name of [The Bank of New York], as Escrow Agent for the benefit of the holders of the -% Exchangeable Limited Liability Company Preferred Securities mandatorily redeemable - of CellNet Funding, LLC Collateral Escrow Account", Administrative Account No. - (the "Escrow Account") established and maintained by the Escrow Agent pursuant to this Escrow Agreement, (e) any and all related securities accounts in which security entitlements to the Pledged Securities are carried, and (f) all proceeds in any form of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (e) of this Section 1) and, to the extent not otherwise included, all cash.
(b) In the indebtedness event the Underwriter shall decide to exercise the right to purchase the Additional Preferred Securities pursuant to the Underwriting Agreement, the Issuer shall use a portion of the proceeds from such purchase by the Underwriting to purchase and deliver to the Escrow Agent additional United States Treasury securities (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged DebtSecurities") described in a Pledge Amendment (Debt), duly executed by such Pledgor, amount as will be sufficient upon receipt of scheduled interest and/or principal payments of all Pledged Securities thereafter held in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securities, money, instruments, investment property, financial assets and other Property from time Account to time received, receivable or otherwise distributed or distributable in respect of or in exchange provide payment for any or all the first thirteen cash dividends due on the Preferred Securities. The Additional Pledged Securities shall be pledged by the Issuer to the Escrow Agent for the benefit of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued Holders and shall be held by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, Escrow Agent in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;Account.
Appears in 1 contract
Sources: Escrow and Security Agreement (Cellnet Data Systems Inc)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "OBLIGATIONS")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement, the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement and the Related Agreements the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "DOCUMENTS") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obl▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged CollateralCOLLATERAL"):
(a) the indebtedness described in Schedule I shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtPLEDGED STOCK") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "ISSUER") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Indebtedness”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgees whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such Indebtedness in any case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges pledges, assigns, hypothecates, transfers and assigns grants a security interest to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, Pledgees in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obl▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a stock distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Fast Eddie Racing Stables Inc)
Pledge and Grant of Security Interest. As collateral security for all To the extent of the Collateral (as hereinafter defined), the Pledgor hereby absolutely, unconditionally and irrevocably guarantees to the Pledgees, their successors, endorsees, transferees and assigns the due and punctual performance and payment of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns owing to the Administrative Agent Pledgees, their successors, endorsees, transferees or assigns when due, all at the time and place and in the amount and manner prescribed in, and otherwise in accordance with, the Transaction Documents, regardless of any defense or set-off counterclaim which the Company or any other person may have or assert, and regardless of whether or not the Pledgees or anyone on behalf of the Pledgees shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Company or any other person to compel any such performance or observance or to collect all or part of any such amount, either pursuant to the provisions of the Transaction Documents or at law or in equity, and regardless of any other condition or contingency. The Pledgor shall have no obligation whatsoever to the Pledgees beyond the Collateral pledged for the benefit Obligations set forth herein. For purposes of itself and the Lendersthis agreement, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):Collateral shall mean:
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital Stock stock of the Company from time to time acquired by such Pledgor in any manner from the ownership of the Pledged Stock, including, without limitation, stock dividends or a distribution in connection with any Pledged Subsidiary increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Hague Corp.)
Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each The Pledgor hereby pledges pledges, assigns and assigns delivers to the Administrative Agent for the benefit of itself and the LendersLender, and grants to the Administrative Agent for the benefit of itself Lender a Lien upon and the Lenders a continuing security interest in, all of such the Pledgor's ’s right, title and interest in and to the following property following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the "Pledged “Collateral"”):
(ai) all of the indebtedness described issued and outstanding shares, interests or other equivalents of capital stock of each Person that is a direct Subsidiary of the Pledgor as of the date hereof or that becomes a direct Subsidiary of the Pledgor at any time after the date hereof, at any time now or hereafter owned by the Pledgor, whether voting or non-voting and whether common or preferred; all partnership, joint venture, limited liability company, trust or other equity interests in Schedule I hereto (each Person not a corporation that is a direct Subsidiary of the "Initial Pledged Debt");
(b) Pledgor as of the indebtedness (date hereof or that becomes a direct Subsidiary of the "Additional Pledged Debt"Pledgor at any time after the date hereof, at any time now or hereafter owned by the Pledgor; all options, warrants and other rights to acquire, and together with all securities convertible into, any of the Initial Pledged Debtforegoing; all rights to receive interest, the "Pledged Debt") described income, dividends, distributions, returns of capital and other amounts (whether in cash, securities, property, or a Pledge Amendment (Debtcombination thereof), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all additional stock, warrants, options, securities, money, instruments, investment interests and other property, financial assets and other Property from time to time received, receivable paid or otherwise payable or distributed or distributable in respect of any of the foregoing (but subject to the provisions of Section 7), including, without limitation, all rights of the Pledgor to receive amounts due and to become due under or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event respect of any consolidation partnership agreement, joint venture agreement, limited liability company operating agreement, stockholders agreement, trust agreement or merger in other agreement creating, governing or evidencing any such capital stock or equity interests and to which the Pledgor is now or hereafter becomes a Pledged Subsidiary is not the surviving corporationparty, all shares of each class of the Capital Stock of the successor entity (unless as any such successor entity is such Pledgor itself) formed by agreement may be amended, modified, supplemented, restated or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock replaced from time to time acquired by such Pledgor (collectively, “Ownership Agreements”) or upon the termination thereof; all rights of access to the books and records of any Pledged Subsidiary such Subsidiary; and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing, of whatever kind or character (the "Additional Shares"including any tangible or intangible property or interests therein), and whether provided by contract or granted or available under applicable law in connection therewith, including, without limitation, the Pledgor’s right to vote and to manage and administer the business of any such Subsidiary pursuant to any applicable Ownership Agreement; together with all certificates, instruments and entries upon the Initial Pledged Sharesbooks of financial intermediaries at any time evidencing any of the foregoing, in each case whether now owned or existing or hereafter acquired or arising (collectively, the Additional “Pledged Shares and the Successor Shares, the "Pledged Shares"Interests”);; and
(hii) any and all proceeds (as defined in the Uniform Commercial Code) of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (y) all certificates payments under any insurance (whether or not the Lender is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral and instruments representing the Pledged Shares, (z) all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property amounts from time to time receivedpaid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise distributed disposed of, whether voluntarily or distributable in respect of or in exchange for any or all of the Pledged Shares;involuntarily.
Appears in 1 contract
Sources: Pledge Agreement (Frankly Inc)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”)
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Conversion Services International Inc)
Pledge and Grant of Security Interest. As collateral security for all the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 3 hereof)Obligations, each the Pledgor hereby assigns and pledges and assigns to the Administrative Collateral Agent for the benefit of itself the Trustee and the Lenders, ratable benefit of the Holders and hereby grants to the Administrative Collateral Agent for the benefit of itself the Trustee and for the Lenders ratable benefit of the Holders, a continuing lien on and first priority perfected security interest in, in all of such the Pledgor's right, title and interest in in, to and under the following property (the "Pledged Collateral"):
property: (a) (i) the indebtedness described U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I hereto to this Pledge Agreement (the "Initial Pledged DebtSecurities");
) and (bii) the indebtedness U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Debt"Securities" and, and together with the Initial Pledged DebtSecurities, the "Pledged DebtSecurities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in a Part II of said Schedule I and in each Supplement to the Pledge Amendment (Debt)Agreement, duly executed by such Pledgorif any, in substantially with respect to the form of Schedule II hereto (a "Pledge Amendment (Debt)");
financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the promissory notes Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Debt Collateral Account, (d) all Collateral Investments (as hereinafter defined) from time to time and all securities, money, certificates and instruments, investment if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments is carried, (e) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and other property, financial assets and other Property if any, from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", then existing Collateral and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor proceeds of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(f) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (g) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.
Appears in 1 contract
Sources: Collateral Pledge and Security Agreement (Finisar Corp)
Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of (the Obligations following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to and as defined in Section 3 hereofthe Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral To secure the full and punctual payment and performance of the Pledgor’s Obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee, for the ratable benefit of Creditor Parties, in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial “Pledged Debt"Stock”);
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital Stock stock or other equity interests of Biovest International, Inc. (the “Issuer”) from time to time acquired by such the Pledgor in connection with stock dividends on the Pledged Stock or a distribution with respect to the Pledged Stock in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Obligations")
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) all obligations owing to Pledgee and the other Creditor Parties under the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee and the other Creditor Parties, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Ti▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ode, including, without limitation, indebtedness, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual -------------------------------------- payment and performance of (the following clauses (a) through (c), collectively, the "Obligations")
(a) the obligations under the Securities Purchase Agreement. ----------- and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents"), (b) the obligations and liabilities of Company to Pledgee --------- under the Guaranty and (c) all other obligations and liabilities of Texaurus and each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against Texaurus and/or any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of Texaurus and each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and ---------- expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially ------------- the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") ------ of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, delivers and grants to the Administrative Agent for the benefit of itself Secured Party a lien upon, and the Lenders a continuing security interest in, all of such Pledgor's ’s right, title and interest in and to the following property following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the "Pledged “Collateral"”):
(a) All of Pledgor’s interests in the indebtedness described in Schedule I hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed Account at any time now or hereafter owned by such Pledgor, whether voting or nonvoting; all rights to receive interest, income, dividends, distributions, returns of capital and other amounts (whether in substantially cash, securities, property, or a combination thereof) from any of the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt foregoing; and all securities, money, instruments, investment other property, financial assets and other Property from time to time received, receivable paid or otherwise payable or distributed or distributable in respect to the Account (but subject to the provisions of Section 7), including, without limitation, all rights of access to the books and records of the Account; and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to the Account, of whatever kind or character (including any tangible or intangible property or interests therein), and whether provided by contract or granted or available under applicable law in exchange for connection therewith, including, without limitation, such member’s rights to vote; together with all certificates, instruments and entries upon the books of financial intermediaries holding or managing the Account, in each case whether now owned or existing or hereafter acquired or arising (collectively, the “Pledged Interests”); and
(b) Any and all proceeds (as defined in the Uniform Commercial Code) of or from the Pledged Interests, and, to the extent not otherwise included in the foregoing (i) all payments under any insurance, indemnity, warranty or all guaranty with respect to any of the foregoing Pledged Debt;
Interest and (d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gii) all additional shares of Capital Stock other amounts from time to time acquired by such Pledgor paid or payable under or with respect to any of any the foregoing Pledged Subsidiary Interest (the "Additional Shares"), and together with the Initial Pledged Sharescollectively, the Additional Pledged Shares and the Successor Shares“Proceeds”). For purposes of this Agreement, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, term “Proceeds” includes whatever is receivable or otherwise distributed or distributable in respect of or in exchange for any or all received when the upon dividends of the Pledged Shares;Interest or when the Pledged Interests are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof)Obligations, each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the LendersLender, and grants to the Administrative Agent for the benefit of itself and the Lenders Lender a continuing security interest in, the following (collectively, the “Pledged Collateral”):
(a) One hundred percent (100%) of Pledgor’s membership interests (collectively the “Pledged Interest”) in Company, Parent’s wholly owned subsidiary, including, but not limited to, the present right to make claim for, collect, receive and give receipt for any of the sums, amounts, income, revenues, issues and profits and any other sums of money payable to or receivable under that certain Limited Liability Company Agreement of Company dated as of March 10, 2021, as the same may amended (the “Company Agreement”), to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which Pledgor is or may become entitled to under Company Agreement and all of such Pledgor's ’s claims, demands and causes of actions with respect to the Pledged Interest, and all of Pledgor’s right, title and interest in any fund or account balance set aside for the following property (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt"payment thereof; moneys and proceeds of every kind and nature, and due or to become due to Pledgor at any time, now or hereafter, together with the Initial certificates representing the Pledged Debt, the "Pledged Debt") described in a Pledge Amendment Interests (Debtif any), duly executed by such Pledgorall options and other rights, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt contractual or otherwise, with respect thereto and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtInterests; any and all of Pledgor’s rights to vote, control or otherwise direct the actions of Company or its managers, directors, employees, agents or representatives; and any and all of Pledgor’s right to be and act as a member of Company, without restriction or reservation;
(db) the shares of Capital Stock described All additional interests in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock Company from time to time issued to or acquired by such Pledgor by virtue of its ownership of the Pledged Interests as a result of any Pledged Subsidiary (the "Additional Shares")dividend or distribution in connection with any increase or reduction of capital, and together with the Initial Pledged Sharesreclassification, merger, consolidation, sale of assets, combination of membership interests, membership interest split, spin-off, split-off, or other form or recapitalization, the Additional Pledged Shares certificates representing such additional financial interests and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and distributions, cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such additional financial interests; and
(c) All proceeds of any and all of the Pledged Shares;foregoing; in each case, whether now owned or hereafter acquired by Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).
Appears in 1 contract
Sources: Pledge and Security Agreement (Empire Petroleum Corp)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement, and the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against Pledgor under Title 11, United States Code, including, without limitation, obliga▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇f Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Gvi Security Solutions Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, ob▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by Pledgor in such named entities, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
(d) upon the Pledged Shares;irrevocable payment in full of all obligations and liabilities of the Company with respect to the Note, this Agreement shall terminate and be of no further force or effect. Laurus hereby agrees to file the appropriate financing statements and take other reasonable action required to effect such termination and release promptly after receipt of such payment.
(e) In addition, upon the release of Laurus' security interest in the assets of PBI Technology Inc. pursuant to and in accordance with the terms of the Master Security Agreement, Laurus' security interest in the stock of PBI Technology Inc. shall also be automatically released from the Collateral granted to Laurus hereunder and Laurus shall promptly return to the Company the stock certificate (together with all stock powers and endorsements) and any other Collateral with respect to the stock of PBI Technology Inc.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for all To secure the prompt payment and performance in full when due, whether by lapse of time or otherwise, of the Obligations (as defined in Section 3 hereof)Notes, each Pledgor the Pledgors hereby pledges jointly pledge, assign, hypothecate and assigns grant to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders Pledgees a continuing first priority security interest in, (the “Security Interest”) in any and all of such Pledgor's right, title and interest of the Pledgors in and to the following property Collateral, together with the certificates (or other agreements or instruments), if any, representing such equity interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, the "Pledged Collateral"):“Equity Interests”), including, but not limited to, the following:
(a) all shares or securities representing a dividend on any of the indebtedness described Equity Interests, or representing a distribution or return of capital upon or in Schedule I hereto (respect of the "Initial Pledged Debt");Equity Interests, or resulting from a stock-split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Equity Interests; and
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documentsany other agreement, in the event of any consolidation or merger involving the issuer of any Equity Interests and in which a Pledged Subsidiary such issuer is not the surviving corporationentity, all shares of each class of the Capital Stock stock or one hundred percent (100%) of the membership or partnership interests, as applicable, of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned received by such Pledgor in exchange for his, her or its Equity Interests. Upon delivery to the Pledgees such additional shares, options or other rights in respect of the Equity Interests as set forth in Sections 2(a) and 2(b) above (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "“Additional Shares"Equity Interests”), and together with the Initial Pledged Sharesif any, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time Equity Interests shall be deemed to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all be part of the Pledged Shares;Collateral and shall be subject to the terms of this Agreement whether or not Schedule 2 is amended to refer to such Additional Equity Interests.
Appears in 1 contract
Sources: Stockholder Pledge and Security Agreement (ONE Bio, Corp.)
Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;
(i) all security entitlements of such Pledgor in any of the Property of such Pledgor described in this Section 3; and
(j) all proceeds of and, to the extent related to any Property described in this Section 3, all books, correspondence, credit files, records, invoices and other papers; in each case, whether now owned or hereafter acquired by such Pledgor, whether now in existence or hereafter coming into existence and howsoever such Pledgor's interests therein may arise or appear (whether by ownership, security interest, claim or otherwise); provided, however, that at no time shall the shares of Capital Stock of any Pledged Subsidiary not organized under the laws of the United States or any state thereof pledged to the Administrative Agent pursuant to this Agreement (each, a "Foreign Pledged Subsidiary") exceed 65% of the issued and outstanding shares of Capital Stock of such Foreign Pledged Subsidiary.
Appears in 1 contract
Sources: Loan Agreement (Inamed Corp)
Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each The Pledgor hereby pledges pledges, ------------------------------------- assigns and assigns delivers to the Administrative Agent Agent, for the ratable benefit of itself and the LendersSecured Parties, and grants to the Administrative Agent Agent, for the ratable benefit of itself the Secured Parties, a Lien upon and the Lenders a continuing security interest in, all of such the Pledgor's right, title and interest in and to the following property following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the "Pledged Collateral"):
(ai) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt")all Accounts;
(bii) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)")all Contracts;
(ciii) all Deposit Accounts;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Inventory;
(vii) all Instruments;
(vi) subject to the promissory notes evidencing provisions of SECTION 5.1(a), all Investments;
(ix) to the Pledged Debt extent not covered or not specifically excluded by clauses (i) through (viii) above, all of the Pledgor's other personal property, whether now owned or existing or hereafter arising or acquired; and
(x) any and all securitiesproceeds, moneyas defined in the Uniform Commercial Code, instrumentsproducts, investment propertyrents and profits of or from any and all of the foregoing and, financial assets to the extent not otherwise included, (w) all payments under any insurance (whether or not the Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other Property amounts from time to time receivedpaid or payable under or with respect to any of the foregoing Collateral (collectively, "Proceeds"). For purposes of this Agreement, the term "Proceeds" includes whatever is receivable or otherwise distributed received when Collateral or distributable in respect of or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock)Proceeds are sold, duly executed by such Pledgorexchanged, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable collected or otherwise distributed disposed of, whether voluntarily or distributable in respect of or in exchange for any or all of the Pledged Shares;involuntarily.
Appears in 1 contract
Sources: Pledge and Security Agreement (Petersen Companies Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”)
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), Stock Pledge Agreement each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock or other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock or other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Silicon Mountain Holdings, Inc.)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of the Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with any additional shares of stock or other equity interests acquired by the Initial Pledged DebtPledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for (a) For value received, in order to induce the Secured Party to enter into the Loan Agreement and to extend and maintain the Loan to the Borrower, and to secure the payment and performance of all present and future obligations, indebtedness and liabilities of all kinds of the Obligations Borrower to the Secured Party under the Loan Agreement and the other Loan Documents, hereunder or otherwise, whether incurred by the Pledgor as maker, endorser, drawer, acceptor, guarantor, accommodation party or otherwise, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, and howsoever and whensoever incurred by the Pledgor or acquired by the Secured Party (collectively referred to as defined in Section 3 hereofthe “Secured Obligations”), each the Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the LendersSecured Party, and grants as security to the Administrative Agent for the benefit of itself Secured Party and the Lenders places a continuing security interest in, charge over all of such Pledgor's its right, title and interest in and to the following property (the "Pledged Collateral"):following:
(a) all of the indebtedness described in Schedule I hereto issued and outstanding shares of the capital stock of (i) each Subsidiary owned or controlled by the Pledgor (the "Initial “Pledged Debt"Subsidiary”), as such shares of capital stock of the Pledged Subsidiary are further described on Schedule 1 hereto, and (b) all other equity interests in the Pledged Subsidiary whether now existing or hereafter acquired and all additional shares of capital stock of the Pledged Subsidiary from time to time received or acquired by the Pledgor by purchase, stock dividend, stock split, distribution or otherwise (all such shares of stock of the Pledged Subsidiary pledged hereunder being referred to collectively as the “Pledged Shares”);
(b) ii. all certificates representing any of the indebtedness (the "Additional Pledged Debt"Shares, and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)")whether currently existing or hereafter issued;
(c) the promissory notes evidencing the Pledged Debt iii. except as otherwise provided in Section 5 hereof, any and all dividends, cash, securities, money, instruments, investment warrants, options and other property, financial assets proceeds and other Property distributions from time to time received, receivable receivable, paid or otherwise distributed or distributable in respect of of, in substitution for, in addition to or in exchange for for, or otherwise evidencing any or all of the Pledged Debt;Shares and all proceeds thereof; and
iv. all Indebtedness of any Subsidiary now or hereafter owed by any such Person to the Pledgor. \DE - 040518/000001 - 3148374 v1
(db) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial The Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Sharestherefor, all dividends, cash, securities, instruments, warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets proceeds and other Property distributions from time to time received, receivable receivable, paid or otherwise distributed or distributable in respect of of, in substitution for, in addition to or in exchange for or evidencing any or all of the Pledged Shares;Shares and all proceeds thereof together with all other property, rights and interests described in this Section 1, whether now existing or hereafter acquired, obtained or created, are referred to herein collectively as the “Collateral.”
Appears in 1 contract
Sources: Pledge, Security and Subordination Agreement (Westwater Resources, Inc.)
Pledge and Grant of Security Interest. As collateral security for (i) all of the Obligations Accounts;
(as defined in Section 3 hereofii) all Contracts (including, without limitation, Management Services Agreements), each Pledgor hereby pledges and assigns ;
(iii) all Deposit Accounts;
(iv) all Equipment;
(v) all Pledged Interests;
(vi) all Intercompany Obligations;
(vii) all General Intangibles;
(viii) all Inventory;
(ix) all Instruments;
(x) all Investment Property;
(xi) to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest inextent not covered or not specifically excluded by clauses (i) through (x) above, all of such Pledgor's rightother personal property, title whether now owned or existing or hereafter arising or acquired, including without limitation all letter of credit rights; and
(xii) any and interest all proceeds, as defined in the following property Uniform Commercial Code, products, rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the "Pledged Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral"):
, (ax) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the indebtedness described in Schedule I hereto foregoing Collateral, (the "Initial Pledged Debt");
(by) the indebtedness (the "Additional Pledged Debt"all claims and rights to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and together with the Initial Pledged Debt, the "Pledged Debt"(z) described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securities, money, instruments, investment property, financial assets and other Property amounts from time to time receivedpaid or payable under or with respect to any of the foregoing Collateral (collectively, "Proceeds"). For purposes of this Agreement, the -------- term "Proceeds" includes whatever is receivable or otherwise distributed received when Collateral or distributable in respect of or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock)Proceeds are sold, duly executed by such Pledgorexchanged, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable collected or otherwise distributed disposed of, whether voluntarily or distributable in respect of or in exchange for any or all of the Pledged Shares;involuntarily.
Appears in 1 contract
Sources: Credit Agreement (Us Oncology Inc)
Pledge and Grant of Security Interest. As collateral security for all of (a) To secure the Secured Obligations (as defined in Section 3 hereof), each 2(c) below) Pledgor hereby pledges and assigns grants to the Administrative Agent Collateral Agent, for the benefit of itself the Secured Parties, a lien on and the Lenderssecurity interest in, and grants acknowledges and agrees that the Collateral Agent has and shall continue to the Administrative Agent for the benefit of itself and the Lenders have a continuing lien on and security interest in, all of such Pledgor's right, title and interest of the Pledgor, whether now owned or existing or hereafter created, acquired or arising, and regardless of where located, in and to all of the following property following, (all of the "Pledged same, collectively, the “Collateral"”):
(ai) all Equity Interests, including all shares, ownership, economic and management interests, and/or partnership interests in any Person owned or held by Pledgor (ii) any and all payments and distributions of whatever kind or character, whether in cash or other property, at any time made, owing or payable to Pledgor in respect of or on account of its present or hereafter acquired Equity Interests, whether due or to become due and whether representing profits, distributions pursuant to complete or partial liquidation or dissolution of the indebtedness issuer of such Equity Interests, distributions representing the complete or partial redemption of Pledgor’s Equity Interests in any Person or the complete or partial withdrawal of Pledgor from any Person, repayment of capital contributions made to or with respect to any Person in respect of Equity Interests in such Person held by Pledgor and the right to receive, receipt for, use, and enjoy all such payments and distributions, and (iii) all other rights and privileges incident to Pledgor’s interest in such Equity Interests, provided, that prior to the occurrence of an Event of Default, the Pledgor shall retain certain rights as described in Schedule I hereto (the "Initial Pledged Debt")Section 7 below;
(bii) the indebtedness (the "Additional Pledged Debt"Specified Account; Global Water Holdings, Inc. Pledge and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");Security Agreement
(ciii) the promissory notes evidencing the Pledged Debt and all securitiesinterest, moneydividends, cash, instruments, investment property, financial assets general intangibles and other Property property from time to time received, receivable or otherwise distributed or distributable payable in respect of of, or in exchange for for, any or all of the Pledged Debtforegoing;
(div) supporting evidence and documents relating to any of the shares above-described property, including, without limitation, computer programs, disks, tapes, electronic archives, clouds and related electronic data processing media, and all rights of Capital Stock described the Pledgor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in Schedule III hereto (which the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");same are reflected or maintained; and
(ev) to the shares of Capital Stock extent not covered by clauses (the "Additional Pledged Shares"i) described in a Pledge Amendment through (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment"iii) and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporationabove, all shares “proceeds” (as defined in UCC) of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;foregoing.
(b) The Collateral Agent shall have with respect to the Collateral, in addition to the rights and remedies set forth herein, in the Notes, the Note Agreement, the Guaranty Agreements and in the other Note Documents, all of the rights and remedies available to a secured party under the UCC, as if such rights and remedies were fully set forth herein.
(c) The lien and security interest herein granted and provided for is made and given to secure, and shall secure, the payment and performance of (i) any and all indebtedness, obligations, and liabilities of whatsoever kind and nature of the Pledgor to the Collateral Agent and the other Secured Parties under the Notes, the Note Agreement, the Guaranty Agreements and the other Note Documents (whether arising before or after the filing of a petition in bankruptcy), whether direct or indirect, absolute or contingent, due or to become due, and whether now existing or hereafter arising and howsoever held, evidenced, or acquired, and whether several, joint, or joint and several and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by any of the Secured Parties in collecting or enforcing any of such indebtedness, obligations, or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the foregoing being hereinafter referred to as the “Secured Obligations”).
(d) For the avoidance of doubt and notwithstanding anything herein, or in the Note Agreement, the Guaranty Agreements, the Notes or any other Note Documents, to the contrary, (i) no Subsidiary of the Pledgor that is a regulated utility is a borrower or guarantor under any Note Document, nor is any such Subsidiary pledging any of its property or assets as collateral for the Secured Obligations, and (ii) no regulated utility may declare distributions or dividends to its equity holders, except in accordance with applicable law (including ACC Regulations), and subject to each regulated utility’s obligations to maintain revenues and funds sufficient to fund direct and indirect operating and maintenance expenses (including general and administrative expenses and further including all reasonable and necessary costs, fees and expenses for operation and maintenance of the system utilities), fees and expenses. Global Water Holdings, Inc. Pledge and Security Agreement
Appears in 1 contract
Sources: Pledge and Security Agreement (Global Water Resources, Inc.)
Pledge and Grant of Security Interest. As collateral (a) The Pledgors hereby pledge and deliver to the Collateral Agent for the ratable benefit of the Holders of the Notes, and hereby grant to the Collateral Agent for the ratable benefit of the Holders of the Notes a continuing first priority security for interest in and to, (i) all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's rightPledgors' rights, title and interest in, to and under the Pledged Securities and the Pledge Account, (ii) all certificates or other evidences of ownership representing the Pledged Securities (including one or more undated stock powers executed in blank by the following property (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt"appropriate Pledgor);
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt"(iii) described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form all products and proceeds of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing any of the Pledged Debt and Securities and/or Pledged Account, including without limitation, all securitiesdividends, moneyinterest, principal payments, cash, options, warrants, rights, instruments, investment property, financial assets subscriptions and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto Securities (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge AmendmentCollateral") and issued by collectively, with any additional Collateral pledged or required to be pledged under Section 1(b), and the Persons described in such Pledge Amendment (products and proceeds thereof, the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged SubsidiaryCollateral");.
(fb) without affecting the obligations of such If either Pledgor under or any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged other Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by Company shall make any additional Investments in Newco, at any time or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by after the date hereof, such Pledgor or Subsidiary as the case may be, will forthwith (i) pledge and deposit such Investments as additional Collateral hereunder with the Collateral Agent and deliver to the Collateral Agent certificates therefor accompanied by undated stock or bond powers duly executed in blank by the appropriate Pledgor or Subsidiary, as the case may be, or such other instruments of any Pledged Subsidiary (transfer as are acceptable to the "Additional Shares")Collateral Agent, and together will promptly thereafter deliver to the Collateral Agent a certificate executed by any of the President, any Vice President, or the Treasurer of TCC describing such Investments and certifying that the same has been duly pledged with the Initial Pledged Shares, Collateral Agent hereunder and (ii) take such other and further actions as may be required under the Additional Pledged Shares terms of the Indenture in connection therewith.
(c) This Pledge Agreement and the Successor Shares, Collateral secure the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;Obligations.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral To secure the full and punctual payment of all loans, advances, debts, liabili-ties, obligations, covenants and duties owing by the Company to the Pledgees of every kind and description (whether or not evidenced by any note or other instrument and whether or not for the payment of money), direct or in-direct, absolute or contingent, due or to become due, now existing or hereafter arising, whether or not such obliga-tions are related to the transaction described in this Agreement, the Loan Agreement and the other Transaction Documents, by class, or kind, or whether or not contem-plated by the parties at the time of the granting of this security for interest, including without limitation, all interest, fees, charges, expenses and attorneys’ fees chargeable to the Company or incurred by the Agent or the Pledgees in connection with the Notes and the transactions contemplated by the Transaction Documents or otherwise (collectively, the “Obligations”), the Company hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgees in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "“Pledged Collateral"”):
(a) the indebtedness described in Schedule I hereto 10,000,000 shares of common stock of NN Research, representing all of the issued and outstanding shares of capital stock of NN Research and represented by stock certificate no. 2 (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with any additional shares or other equity interests in NN Research which may be hereafter acquired by the Initial Pledged DebtCompany, the "“Pledged Debt") described in a Pledge Amendment (DebtShares”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Shares and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;
(b) all shares of capital stock of, or equity or beneficial interest in, any Person (each, together with NN Research, an “Issuer”) which becomes a Subsidiary or which is required to be pledged to the Pledgees pursuant to Section 7.20 of the Loan Agreement, including, without limitation, dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, amalgamation, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged Collateral), and the certificates representing such shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any Pledged Shares and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the LendersAgent, and grants to the Administrative Agent Agent, for the benefit of itself the Agent and the Lenders Lenders, a continuing security interest in, all of and Lien on such Pledgor's right, title and interest in and to the following property (collectively, the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto and all indebtedness from time to time required to be pledged to the Agent pursuant to the terms of the Financing Agreement, in any event to exclude the Excluded Debt (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes and other instruments evidencing the Pledged Debt Debt, and all securitiesinterest, moneycash, instruments, investment property, financial assets property and other Property property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Debt;
(db) the shares of Capital Stock described in Schedule III II hereto (the "Initial Pledged Shares") ), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Persons described in such Schedule III II (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional SharesExisting Issuers"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all sharesdividends, securitiesdistributions, moneycash, instruments, investment property, financial assets property and other Property property (including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares; but such Pledged Shares in any event to exclude the shares of any Excluded Subsidiaries.
(c) the shares of Capital Stock at any time and from time to time acquired by such Pledgor of any and all Persons now or hereafter existing (such Persons, together with the Existing Issuers, being hereinafter referred to collectively as the "Pledged Issuers" and individually as a "Pledged Issuer") other than the shares of Capital Stock of any Excluded Subsidiary which shall not be subject to any security interest under this Agreement or any other Loan Document, the certificates representing such Capital Stock, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(d) except for Excluded Debt and Capital Stock of the Excluded Subsidiaries all investment property, financial assets, securities, Capital Stock, other equity interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness of such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing;
(e) except for Excluded Debt and Capital Stock of the Excluded Subsidiaries all security entitlements of such Pledgor in any and all of the foregoing; and
(f) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise). Notwithstanding the foregoing, if any Pledged Issuer, is organized or formed under the laws of a jurisdiction other than the District of Columbia or any State or territory of the United States of America, such Pledgor shall pledge not more than 65% of the Capital Stock of such Pledged Issuer.
Appears in 1 contract
Sources: Pledge and Security Agreement (Lakes Entertainment Inc)
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Cod▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇imitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (Datalogic International Inc)
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Obligations")
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Sources: Stock Pledge Agreement (General Environmental Management, Inc)
Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each Each Pledgor hereby pledges pledges, ------------------------------------- assigns and assigns delivers to the Administrative Agent Agent, for the ratable benefit of itself and the LendersSecured Parties, and grants to the Administrative Agent Agent, for the ratable benefit of itself the Secured Parties, a Lien upon and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in and to the following property following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the "Pledged Collateral"):
(ai) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt")all Accounts;
(bii) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)")all Contracts;
(ciii) all Deposit Accounts;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Inventory;
(vii) all Investment Property;
(viii) all Instruments;
(ix) to the promissory notes evidencing the Pledged Debt extent not covered or not specifically excluded by clauses (i) through (viii) above, all of such Pledgor's other personal property, whether now owned or existing or hereafter arising or acquired; and
(x) any and all securitiesproceeds, moneyas defined in the Uniform Commercial Code, instrumentsproducts, investment propertyrents and profits of or from any and all of the foregoing and, financial assets to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other Property amounts from time to time receivedpaid or payable under or with respect to any of the foregoing Collateral (collectively, "Proceeds"). For purposes of this Agreement, the term "Proceeds" includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise distributed disposed of, whether voluntarily or distributable involuntarily. provided, however, for purposes of this Agreement, the term "Collateral" shall -------- ------- not include any right, title or interest in respect any asset of or in exchange for any or all SSI, Inc., the granting of which Lien would require the approval of the Pledged Debt;
National Basketball Association (d) including the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries"Seattle Supersonics NBA franchise);
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Obligations")
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under Title 11, United States Code, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇itation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock, partnership interests, limited liability company interests and other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock, partnership interests, limited liability company interests, membership interests or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock (if any) and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), the “Indebtedness”) (a) the obligations under the Purchase Agreement and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefore or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations (as defined in Section 3 hereofIndebtedness but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Obligations")
(a) the obligations under the Note and each other agreements, instruments, documents, mortgages, pledges, powers of attorney, consents, assignments, contracts, notices, security for agreements, trust agreements and guarantees whether heretofore, concurrently, or hereafter executed by or on behalf of any Pledgor, any of their respective Subsidiaries or any other Person or delivered to Pledgee, relating to the Note or to the transactions contemplated by the Note, as each may be amended, restated, modified and/or supplemented from time to time, collectively, together with the Note, the "Documents") and (b) all other obligations and liabilities of each Pledgor to the Pledgee hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”)
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenderspledges, assigns, hypothecates, transfers and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, to Pledgee in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock and other equity interests set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or . 07/01/2005 other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock and other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares and other equity interests shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options such additional shares and other rightsequity interests, contractual or otherwise, in respect thereof and all sharesdividends, securitiescash, money, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares and/or other equity interests; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares and/or units of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
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Pledge and Grant of Security Interest. As collateral To secure the full and punctual payment and performance of the (a) obligations under the Purchase Agreement and the Security Agreement and (b) all other indebtedness, obligations and liabilities of Pledgor to Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively, the "Indebtedness"), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged DebtStock");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debt, the "Pledged Debt") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer of the Pledged Stock (the "Issuer") from time to time acquired by such the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
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Pledge and Grant of Security Interest. As collateral security for all the prompt and complete payment and performance when due of each Liquidated Damage Obligation, and of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns RSi Parties' obligation to the Administrative Agent for the benefit of itself pay Liquidated Damages and the LendersAccelerated Amount, the RSi Parties hereby pledge and grants grant to the Administrative Agent for the benefit of itself and the Lenders ALC, a continuing security interest in, and lien on, all of such Pledgorthe RSi's Parties' right, title and interest in and to the following property (the "Pledged Collateral"):
(a) the indebtedness described in Schedule I hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtcollectively, the "Collateral"): all Pledged Debt") described in a Pledge Amendment (Debt)Assets, duly executed by such PledgorResidual Profits, in substantially the form Collected Funds, Refreshment Centers, Equipment, Intellectual Property, Equipment Intellectual Property, Licenses, Business Leases, accounts, goods, inventory, documents, chattel paper, deposit accounts, equipment, general intangibles, contracts, certificates of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing the Pledged Debt and all securitiestitle, moneyfixtures, instrumentscredits, investment propertyclaims, financial demands, assets and other Property from personal property of the RSi Parties, whether now owned, existing, hereafter acquired, held, used, or sold, and any other property, rights and interests of the RSi Parties which at any time to time receivedrelate to, receivable or otherwise distributed or distributable in respect arise out of or in exchange for connection with the foregoing or which shall come into the possession or custody or under the control of the Secured Party or any of its agents, representatives, associates or correspondents, in connection with the foregoing; any and all additions and accessions, replacements, substitutions, and improvements, of or to all of the Pledged Debt;
foregoing and all products, rents, profits, offspring, and proceeds thereof. For purposes of the foregoing sentence, any term not otherwise defined herein shall have the meaning ascribed to such term under the Uniform Commercial Code (dor any comparable law in effect in any relevant jurisdiction) the shares laws of Capital Stock described in Schedule III hereto (which govern the "Initial Pledged Shares") issued attachment or perfection of security interests hereunder. Without limiting the generality of the foregoing, this Agreement also secures the payment of all amounts which constitute part of the Liquidated Damage Obligations, the Liquidated Damages, and the Accelerated Amount that would be owed by the Persons described in such Schedule III (RSi Parties to ALC, but for the "Initial Pledged Subsidiaries");
(e) fact they are unenforceable or not allowable due to the shares existence of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock)bankruptcy, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under reorganization or similar proceeding involving any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(g) all additional shares of Capital Stock from time to time acquired by such Pledgor of any Pledged Subsidiary (the "Additional Shares"), and together with the Initial Pledged Shares, the Additional Pledged Shares and the Successor Shares, the "Pledged Shares");
(h) all certificates and instruments representing the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Shares;RSi Parties.
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Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Security Agreement and the Ancillary Agreements referred to and as defined in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of the Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Pledgor under Title 11, United States Code, including, without limitation, ob▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Administrative Agent for the benefit of itself and the Lenders, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, all of such Pledgor's right, title and interest in the following property (the "Pledged Collateral"):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with any additional shares of stock or other equity interests acquired by the Initial Pledged DebtPledgor, the "Pledged DebtStock") described in a Pledge Amendment (Debt), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by such the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
Appears in 1 contract
Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”)
(a) the obligations owing to the Pledgee and other Creditor Parties under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor and ICF to the Pledgee and the other Creditor Parties, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against any Pledgor and/or ICF under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of each Pledgor and ICF for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges pledges, assigns, hypothecates, transfers and assigns grants a security interest to the Administrative Agent Pledgee, for the ratable benefit of itself and the LendersCreditor Parties, and grants to the Administrative Agent for the benefit of itself and the Lenders a continuing security interest in, in all of such Pledgor's right, title and interest in the following property (the "Pledged “Collateral"”):
(a) the indebtedness described in shares of stock set forth on Schedule I A annexed hereto and expressly made a part hereof (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and together with the Initial Pledged Debtany additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Debt") described in a Pledge Amendment (DebtStock”), duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment (Debt)");
(c) the promissory notes evidencing certificates representing the Pledged Debt Stock and all securitiesdividends, moneycash, instruments, investment property, financial assets instruments and other Property property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged DebtStock;
(d) the shares of Capital Stock described in Schedule III hereto (the "Initial Pledged Shares") issued by the Persons described in such Schedule III (the "Initial Pledged Subsidiaries");
(e) the shares of Capital Stock (the "Additional Pledged Shares") described in a Pledge Amendment (Stock), duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "Pledge Amendment (Stock)", and together with a Pledge Amendment (Debt), collectively, a "Pledge Amendment") and issued by the Persons described in such Pledge Amendment (the "Additional Pledged Subsidiaries", and together with the Initial Pledged Subsidiaries, collectively the "Pledged Subsidiaries" and individually a "Pledged Subsidiary");
(f) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Loan Documents, in the event of any consolidation or merger in which a Pledged Subsidiary is not the surviving corporation, all shares of each class of the Capital Stock of the successor entity (unless such successor entity is such Pledgor itself) formed by or resulting from such consolidation or merger which are then owned by such Pledgor (the "Successor Shares");
(gb) all additional shares of Capital stock of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by such any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of any Pledged Subsidiary capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the "Additional Shares"Collateral), and together with the Initial Pledged Sharescertificates representing such additional shares, the Additional Pledged Shares and the Successor Sharesall dividends, the "Pledged Shares");
(h) all certificates and cash, instruments representing the Pledged Shares, all warrants, options and other rights, contractual property or otherwise, in respect thereof and all shares, securities, money, instruments, investment property, financial assets and other Property proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the such shares; and
(c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Shares;Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.
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