Pledge and Grant of Security Interest. 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 interest to Pledgee in all of the following (the "Collateral"): (a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock; (b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 Securities Purchase Agreement date hereof (as amended, modified, restated or supplemented from time to time, the “Guarantee”) pursuant to which Pledgor guarantees all of the obligations of T▇▇▇▇▇ USA and the Related Agreements referred certain if its subsidiaries to in the Securities Purchase AgreementLaurus pursuant to, inter alia, the Security Agreement and Ancillary Agreements (the Securities Purchase Guarantee, Security Agreement and the Related Agreements and Security AgreementAncillary 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 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, guarantyguarantee, 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 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, grants a security interest to Pledgee Laurus in all of the following (the "“Collateral"”):
(a) the shares of stock securities set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock securities or other equity interests acquired by Pledgor, the "“Pledged Stock"Securities”), the certificates representing the Pledged Stock 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 of the Pledged StockSecurities;
(b) all additional shares of stock securities of any issuer (each, an "“Issuer"”) of the Pledged Stock Securities from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 shares of any Pledged Stock 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 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. 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 AgreementAgreements, 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock and membership interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests or membership interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock and membership interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 Collateral), and the certificates representing such additional sharesshares and membership interests, as the case may be, 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 sharesshares 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 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. (a) To secure the full Secured Obligations (as defined in Section 2(c) below) Pledgor grants to the Collateral Agent, for the benefit of the Secured Parties, a lien on and punctual payment security interest in, and performance acknowledges and agrees that the Collateral Agent has and shall continue to have a continuing lien on and security interest in, all 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, (all of the following clauses (a) and (b)same, collectively, the "Indebtedness")“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 obligations under issuer of such Equity Interests, distributions representing the Securities Purchase Agreement 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 Related Agreements referred right to in the Securities Purchase Agreementreceive, the Security Agreement (the Securities Purchase Agreement receipt for, use, and the Related Agreements enjoy all such payments and Security Agreementdistributions, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (biii) all other indebtednessrights and privileges incident to Pledgor’s Global Water Resources, obligations Inc. Pledge and liabilities of Pledgor Security Agreement interest in such Equity Interests, provided, that prior to the Pledgee whether now existing or hereafter arisingoccurrence of an Event of Default, 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 the Pledgor shall retain certain rights as described in Section 7 below;
(in each case, irrespective of ii) 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 Specified Account;
(iii) 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 interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock and all dividends, cash, instruments instruments, investment property, general intangibles and other property or proceeds from time to time received, receivable or otherwise distributed payable in respect of of, or in exchange for for, any or all of the Pledged Stockforegoing;
(biv) all additional shares of stock of supporting evidence and documents relating to any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any mannerabove-described property, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capitalcomputer programs, reclassificationdisks, mergertapes, consolidationelectronic archives, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), clouds and the certificates representing such additional sharesrelated electronic data processing media, and all dividendsrights of the Pledgor to retrieve the same from third parties, cashwritten applications, instruments credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other property evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or proceeds from time maintained; and
(v) to time receivedthe extent not covered by clauses (i) through (iii) above, receivable or otherwise distributed all “proceeds” (as defined in respect UCC) of or in exchange for any or all of the 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 shares; andrights 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 options indebtedness, obligations, and rightsliabilities 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 as an addition todirect 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 substitution collecting or enforcing any of such indebtedness, obligations, or liabilities or in exchange for realizing on or protecting or preserving any shares 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 Pledged Stock and all dividendsother Note Documents, cashto the contrary, instruments and other (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 proceeds from time assets as collateral for the Secured Obligations, and (ii) no regulated utility may declare distributions or dividends to time receivedits equity holders, receivable or otherwise distributed except in respect 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 or in exchange for any or all such options the system utilities), fees and rightsexpenses.
Appears in 1 contract
Sources: Pledge and Security Agreement (Global Water Resources, Inc.)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
“Obligations”) (a) the obligations under (i) the Securities Purchase Agreement 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 in (and as defined in) the Securities Purchase Agreement (the Purchase Agreement, the Security Agreement (Note, the Securities Purchase Agreement Subsidiary Guaranty and the each other Related Agreements and Security Agreement, as each may be amended, restatedmodified, modified and/or restated 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 due, and whether under, pursuant to or evidenced by a any related note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "Issuer") Issuer of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (TRUEYOU.COM)
Pledge and Grant of Security Interest. 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, Agreement and the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement and the Related Agreements and the Security AgreementAgreement 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Comc Inc)
Pledge and Grant of Security Interest. To secure the full and punctual prompt payment and performance in full when due, whether by lapse of time or otherwise, of the Pledgor Obligations (the following clauses (a) and (bas defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Collateral Agent, for the benefit of the Holders, and grants to the Collateral Agent, for the benefit of the Holders, a continuing security interest in any and all right, title and interest of such Pledgor in PLEDGE AGREEMENT and to the following, whether now owned or existing or owned, acquired, or arising hereafter (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 interest to Pledgee in all of the following (the "Pledged Collateral"):
(a) Pledged Capital Stock. 100% (or, if less, the shares full amount owned by such Pledgor) of stock the issued and outstanding Capital Stock of each Domestic Subsidiary and, subject to Section 3 hereof, each First-Tier Foreign Subsidiary set forth on SCHEDULE A annexed hereto and expressly made a part hereof (Schedule 2(a) attached hereto, together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Sections 2(b) and 2(c) below, the "Pledged Capital Stock"), including, but not limited to, the following (provided that any additional shares Capital Stock which would require the presentation of stock separate audited financial statements for such Subsidiary pursuant to rules and regulations promulgated by the Securities and Exchange Commission shall be excluded from the definition of "Pledged Collateral" hereunder until such time as such rules and regulations are repealed, superseded or no longer of any force or effect at which time the applicable Pledgor shall pledge such Capital Stock pursuant to the terms hereof):
(A) all shares, securities, membership interests or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing a dividend on any of the Pledged Stock and all dividendsCapital Stock, cash, instruments and other property or proceeds from time to time received, receivable representing a distribution or otherwise distributed return of capital upon or in respect of or in exchange for any or all of the Pledged Capital Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock or resulting from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off revision, reclassification or split-off (which shares shall be deemed to be part of the Collateral)other exchange therefor, and any subscriptions, warrants, rights or options issued to the certificates representing such additional sharesholder of, 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 sharesof, the Pledged Capital Stock; and
(cB) all options and rights, whether as an addition towithout affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Indenture, in substitution the event of any consolidation or in exchange for any shares merger involving the issuer of any Pledged Capital Stock and all dividendsin which such issuer is not the surviving entity, cash, instruments and other property the Capital Stock of the successor entity formed by or proceeds resulting from time to time received, receivable such consolidation or otherwise distributed in respect of or in exchange for any or all such options and rightsmerger.
Appears in 1 contract
Sources: Pledge Agreement (Usc May Verpackungen Holding Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) all obligations owing to Pledgee and the obligations other Creditor Parties under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, (the Security Agreement (the Securities Purchase Agreement and the Related Agreements and Security AgreementAncillary 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 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 Codeotherwise, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee the Pledgee, for the ratable benefit of the Creditor Parties, in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 Title 11, United States Code, including, without limitation, obligCo▇▇▇▇▇▇ ▇▇ , ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇imitation, 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Centurion Gold Holdings Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11, United States Code, includingin▇▇▇▇▇▇▇, without limitation, oblig▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) 89.1 the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) 89.2 all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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) 89.3 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a), (b) and (bc), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Merger Agreement and the Related Agreements related agreements referred to in the Securities Purchase Merger Agreement, (b) obligations under the Note and Master Security Agreement (the Securities Purchase Agreement "Security Agreement") (the Merger Agreement, the Note, the Security Agreement, and the Related Agreements and Security Agreementrelated agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (bc) 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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, oblig▇obliga▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of Pledgor for post▇▇st-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto of Beverage Network and expressly made Global Merger Corp., a part hereof Nevada Corporation ("GMC"), as shall exist after the merger of Beverage Network and GMC (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock Beverage Network from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Xstream Beverage Network, Inc.)
Pledge and Grant of Security Interest. 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 Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, (the Security Agreement (the Securities Purchase Agreement and the Related Agreements and Security AgreementAncillary 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 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 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, as of the Effective Date, grants a security interest to Pledgee Laurus in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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") Secured Term Note and (b) all other indebtedness, obligations and liabilities of Pledgor and/or ▇▇▇▇▇▇ Equipment to the Pledgee Federal Partners 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▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, as of the Effective Date, grants a security interest to Pledgee Federal Partners in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any the issuer (each, an "the “Issuer"”) of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) Obligations and (b), collectively, the "Indebtedness")
(a) the obligations and liabilities of Pledgor to Agent and Lenders 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") Guaranty and (b) all other indebtedness, obligations and liabilities of Borrowers and Pledgor to the Pledgee Agent and Lenders 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(a) and (b) collectively, 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, grants a security interest to Pledgee Agent for its benefit and for the ratable benefit of Lenders in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock (the “Issuer”) from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 shares of any the 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 rightsStock.
Appears in 1 contract
Sources: Pledge Agreement (Presstek Inc /De/)
Pledge and Grant of Security Interest. To secure As security for the full prompt and punctual complete payment and performance when due of (the Obligations, each Pledgor hereby pledges and grants to the Administrative Agent a continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Administrative Agent as collateral security all 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 arisingacquired (collectively, 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 interest to Pledgee in all of the following (the "CollateralCOLLATERAL"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto Stock and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock, if any, indicated in EXHIBIT A hereto as being presently owned by such Pledgor, and all additional Stock and hereafter acquired by such Pledgor in any manner from time to time, together with all dividends, cash, instruments and other property or proceeds hereafter from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stockforegoing (all of the Stock referred to in this CLAUSE (a) subject to the limitations of the last sentence of this SECTION 2.1, collectively, the "PLEDGED STOCK");
(b) the Intercompany and Third Party Notes, and the instruments evidencing the Intercompany and Third Party Notes, if any, indicated in EXHIBIT B hereto as being presently owned by such Pledgor, and all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock Intercompany and Third Party Notes hereafter from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 owed to be part of the Collateral), and the certificates representing such additional sharesPledgor, and all dividendsinterest, cash, instruments and other property or proceeds hereafter from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing (all of the Intercompany and Third Party Notes referred to in this CLAUSE (b), collectively, the "PLEDGED NOTES");
(c) the Equity Interests, if any, indicated in EXHIBIT C hereto as being presently owned by such sharesPledgor, and all additional Equity Interests hereafter from time to time acquired by such Pledgor in any manner (all of the Equity Interests referred to in this CLAUSE (c) subject to the limitations of the last sentence of this SECTION 2.1, collectively, the "PLEDGED EQUITY INTERESTS"), and all of such Pledgor's other rights, title and interests in, or in any way related to, each Pledged Entity to which any of such Equity Interests relate, including, without limitation:
(i) all interests in the capital of any Pledged Entity and in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of any such Equity Interest;
(ii) all other payments due or to become due to such Pledgor in respect of any such Equity Interest, whether under any partnership agreement, limited liability company agreement, other agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, under any partnership agreement, limited liability company agreement, other agreement or at law or otherwise in respect of any such Equity Interest;
(iv) all present and future claims, if any, of the Pledgor against any such Pledged Entity for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement, limited liability company agreement, other agreement or at law to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Equity Interest including any power to (a) terminate, cancel or modify any partnership agreement, limited liability company agreement or other agreement, (b) execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any such Equity Interest and any such Pledged Entity, (c) exercise voting rights or make determinations, (d) exercise any election (including, but not limited to, election of remedies), (e) exercise any "put", right of first offer or first refusal, or other option, (f) exercise any right of redemption or repurchase, (g) give or receive any notice, consent, amendment, waiver or approval, (h) demand, receive, enforce, collect or receipt for any of the foregoing, (i) enforce or execute any checks, or other instruments or orders, (j) file any claims and to take any action in connection with any of the foregoing or (k) otherwise act as if the Administrative Agent were the absolute owner of such Equity Interests and all rights associated therewith;
(vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing;
(vii) all certificates and instruments representing or evidencing any of the foregoing; and
(cviii) all options and rightscash, whether as an addition tosecurities, in substitution of or in exchange for any shares of any Pledged Stock and all interest, distributions, dividends, cash, instruments rights and other property or proceeds at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(d) all proceeds of any and all of the foregoing (regardless whether such options proceeds constitute property of the types described above). Notwithstanding anything herein to the contrary, (i) in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder and rights(ii) Foreign Subsidiary Voting Stock and Equity Interests not required to be pledged hereunder shall not be included in the definitions of "Pledged Stock" or "Pledged Equity Interests."
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessOBLIGATIONS")
(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 AgreementAgreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "DocumentsDOCUMENTS") and (b) all other indebtedness, obligations and liabilities of Holdings, Gotland and 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Holdings, Gotland and/or the Pledgor under Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of Holdings, Gotland and the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "CollateralCOLLATERAL"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged StockPLEDGED STOCK"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "IssuerISSUER") of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Pacific Energy Resources LTD)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
“Obligations”) (a) the obligations under the Securities Note and Warrant Purchase Agreement and the Related Agreements referred to in the Securities Note and Warrant Purchase Agreement, the Security Agreement (the Securities Note and Warrant Purchase Agreement and the Related Agreements and Security AgreementAgreements, 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or Accentia Pledge Agreement other equity interests acquired by the Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "Issuer") the Issuer of the Pledged Stock from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. To As collateral security to secure the full and punctual prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (and performance of (the following clauses (a) and (bsubject to Section 3.02 below), each Assignor hereby pledges and assigns to the Account Agent, for the benefit of the Lenders, a continuing possessory Lien and security interest in all of the right, title and interest of such Assignor in and to the Partnership Funds Account, in all funds deposited therein, in all investments from time to time therein, and in all cash and non-cash proceeds of any of the foregoing (collectively, the "IndebtednessCollateral")
, 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 (ai) the obligations principal of, interest on and premium on (x) the Loans made under the Securities Purchase Credit Agreement and (y) the Related Agreements referred to in the Securities Purchase AgreementSubordinated Notes, 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 (bii) all other indebtedness, obligations and liabilities indebtedness of Pledgor each Assignor to the Pledgee whether Lenders and Holders now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether incurred under, pursuant arising out of, or in 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 terms, conditions and agreements contained in the Credit Agreement, the other Credit Documents and the Subordinated Notes Documents, (iii) any and all sums advanced by the Account Agent in order to preserve the Collateral or evidenced by a noteto preserve its security interest in the Collateral, agreement(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, guarantyobligations or liabilities of any Assignor referred to in clauses (i), instrument (ii) or (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise (in each case, irrespective disposing of or realizing on the genuineness, validity, regularity or enforceability of such IndebtednessCollateral, or of any instrument evidencing any exercise by the Account Agent of the Indebtedness or of any collateral therefor or of the existence or extent of such collateralits rights hereunder, together with reasonable attorneys' fees 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, court 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 interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(bv) all additional shares of stock of amounts paid by any issuer Indemnitee (each, an "Issuer"as hereinafter defined) of as to which such Indemnitee has the Pledged Stock from time right to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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 rightsreimbursement under Section 9 hereof.
Appears in 1 contract
Sources: Partnership Funds Agreement (Resort at Summerlin Inc)
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 Title 11, United States Code, including, without limitation, obligobl▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure The Pledgors hereby deliver to the full and punctual payment and performance Administrative Agent, for the ratable benefit of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations under the Securities Purchase Agreement Administrative Agent and the Related Agreements referred to in the Securities Purchase AgreementLenders, 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 interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, a security interest in the Pledged Stock, Partnership/LLC Interests and all dividendsother Collateral, cashas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, instruments by acceleration or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is (a) an Excluded Domestic Subsidiary or (b) which is not organized under the laws of any political subdivision of the United States shall be limited to sixty-five percent (65%) of all issued and other property outstanding shares of all classes of voting Capital Stock of such Issuer or proceeds Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Capital Stock of any Foreign Subsidiary that is not a First Tier Foreign Subsidiary. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock;
(b) all hereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, capital stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares and/or partnership and membership interests shall be deemed to be part of the Collateral)Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and shall be subject to the certificates representing terms of this Pledge Agreement whether or not Schedule I has been amended to refer to 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 shares 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 rightsrequired by Section 7(i).
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Pledge and Grant of Security Interest. 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 Note Purchase Agreement and the Related Agreements referred to in the Securities Note Purchase Agreement, the Security Agreement (the Securities Note Purchase Agreement and the Related Agreements and Security AgreementAgreements, 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 Pledged Collateral therefor or of the existence or extent of such collateralPledged 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 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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 hypothecates and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Pledged Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by the Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 Pledged 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 Title 11, United States Code, including, without limitation, obligobl▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ss 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock acquired from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations Obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 Title 11, United States Code, including, without limitation, oblig▇▇▇obligati▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ s 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Digital Lifestyles Group Inc)
Pledge and Grant of Security Interest. 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 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 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by the Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure As security for the full full, complete and punctual 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 (the following clauses (a) including reimbursement and (bindemnity 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 "Indebtedness"“Secured Obligations”)
(a) the obligations under the Securities Purchase Agreement , each Pledgor hereby, jointly and the Related Agreements referred to in the Securities Purchase Agreementseverally, the Security Agreement (the Securities Purchase Agreement assigns, conveys, mortgages, pledges, hypothecates 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 transfers to the Pledgee Lender, and hereby grants to the Lender, a security interest in and to all of such Pledgor’s right, title and interest in, to and under each of the following, 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 acquired (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 which being hereinafter collectively called the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, a security interest to Pledgee in all of the following (the "“Pledged Collateral"”):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock all Equity Interests now or other equity interests hereafter acquired or held by Pledgor, the "Pledged Stock"), the certificates representing such Pledgor in the 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 of the Pledged StockEntities;
(b) all additional shares of stock of any issuer (eachsuch Pledgor’s claims, an "Issuer") rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of the Pledged Stock from time foregoing;
(c) all of such Pledgor’s rights to time acquired by exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor in relating to any manner, of the foregoing including, without limitation, stock dividends any power to (i) terminate, cancel or a distribution modify any agreement, (ii) execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (iii) exercise voting rights or 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 of the foregoing, and (ix) file any claims and to take any action in connection with any 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 Collateral)foregoing;
(d) all certificates and instruments representing or evidencing any of the foregoing;
(e) all other rights, titles, interests, powers, privileges and preferences pertaining to any of 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 sharesforegoing; and
(cf) all options and rights, whether as an addition to, in substitution of or in exchange for any shares Proceeds of any of the foregoing; Each Pledgor hereby agrees to cause the Pledged Stock Entities to promptly register the pledge of the Equity Interests covered in this Section 2.1 on their respective books and all dividendsrecords, cash, instruments and other property or proceeds from time otherwise register such pledge pursuant to time received, receivable or otherwise distributed in respect Articles 8 and 9 of or in exchange for any or all such options and rightsthe UCC.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Pledge and Grant of Security Interest. 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 Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, (the Security Agreement (the Securities Purchase Agreement and the Related Agreements and Security AgreementAncillary 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 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, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇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, as of the Effective Date, grants a security interest to Pledgee Laurus in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure As security for the full payment of all indebtedness and punctual payment other obligations of the 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 performance of payable to the Secured Party and any and all renewals, extensions or substitutions therefor (the following clauses (a"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 (b), the "Purchase Agreement") and under this Agreement (collectively, the "IndebtednessObligations")
, the Debtor hereby pledges and assigns to the Secured Party, and grants to the Secured Party a security interest in, all of the Debtor's right, title, and interest in and to certain property consisting of (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 Membership Interest 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 Debtor in any case commenced by or against Pledgor under Title 11, United States Code, including, without limitation, oblig▇▇▇▇▇▇ Black Hawk/Jaco▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of Pledgor for post-petition interestertainment, 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 DateLLC, a security interest to Pledgee in all of the following Colorado limited liability company (the "CollateralLLC"):
), (ab) the shares Capital Interest of stock set forth on SCHEDULE A annexed hereto the Debtor in the LLC, (c) the interest of the Debtor in the Net Profits and expressly made a part hereof (Net Losses and Net Cash Flow of the LLC together with any and all additional shares of stock Membership Interests in the LLC now or other equity interests hereafter acquired by Pledgorthe Debtor in any manner, the "Pledged Stock"), the and any and all certificates representing the Pledged Stock membership interests, and all cash, dividends, cash, distributions and other 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 the Pledged Stock;
Membership Interests; and (bd) all additional shares of stock products and proceeds of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor foregoing, and all other rights and privileges associated with Debtor's membership in any mannerthe LLC (collectively, includingthe "Collateral"). Without limiting the generality of the foregoing, without limitation, stock dividends or a distribution in connection with any increase or reduction this Agreement secures the payment of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (all amounts which shares shall be deemed to be constitute part of the CollateralObligations 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 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 "Operating Agreement"), .) The other members of the LLC are Secured Party 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
BH Entertainment Ltd. (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"Entertainment").
Appears in 1 contract
Sources: Assignment, Pledge and Security Agreement (Black Hawk Gaming & Development Co Inc)
Pledge and Grant of Security Interest. To (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 full and punctual payment and performance of (all present and future obligations, indebtedness and liabilities of all kinds of Royal Gold to the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations Lenders under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Loan Agreement, the Security Agreement 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 the Securities Purchase Agreement “Secured Obligations”), Royal Gold hereby pledges, assigns, and grants a security interest to the Related Agreements Secured Party, for its own benefit and Security Agreementfor the benefit of the Lenders, and places a charge over all of its right, title and interest in and to the following:
(A) all of the issued and outstanding shares in the capital of RGLD Canada that are legally and beneficially owned by Royal Gold, as each may be amendedsuch shares in the capital of RGLD Canada are further described on Schedule 1 hereto, restated, modified and/or supplemented 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 timetime received or acquired by Royal Gold by purchase, collectivelystock dividend, stock split, distribution or otherwise (all such shares of stock of RGLD Canada pledged hereunder being referred to collectively as the "Documents"“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) and (beach, a “Subordinated Party”) all other indebtedness, obligations and liabilities of Pledgor now or hereafter owed by any such Subordinated Party to the Pledgee Royal Gold whether now existing or hereafter arising, direct of whatsoever kind or indirectnature, 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, expressly including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ all indebtedness of Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added the Subordinated Parties to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants, Royal Gold as of the Effective Datedate hereof, a security interest to Pledgee which is identified as “Subordinated Debt” in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto Schedule 2 hereto; and expressly made a part hereof (together with except as otherwise provided in Section 5 hereof, any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock and all dividends, cash, instruments securities, instruments, warrants, options and other property or property, proceeds and distributions from time to time received, receivable receivable, paid or otherwise distributed in respect of of, in substitution for, in addition to or in exchange for for, or otherwise evidencing any or all of the Pledged Stock;Shares or Subordinated Debt and all proceeds thereof
(b) The Pledged Shares together with all additional shares of stock of any issuer (eachother property, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor rights and interests described in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 rightsthis Section 1, whether now existing or hereafter acquired, obtained or created, are referred to herein collectively 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 rightsthe “Collateral.”
Appears in 1 contract
Sources: Pledge, Security and Subordination Agreement (Royal Gold Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Security Agreement (Deja Foods Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11, United States Code, including, without limitation, obligobligatio▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 Title 11, United States Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ 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 Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Xstream Beverage Group Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
“Obligations”) (a) all obligations owing to Pledgee and the obligations other Creditor Parties 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 AgreementAgreements, 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 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 11Ti▇▇▇ ▇▇, United States Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇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 Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual -------------------------------------- payment and performance of (the following clauses (a) and through (bc), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Agreement 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 AgreementAgreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and ), (b) all other indebtedness, 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Texaurus and/or any Pledgor under Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of Texaurus and each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and ---------- expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), ------------- the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") ------ of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure Pledgor hereby pledges, assigns, delivers and grants to Secured Party a lien upon, and security interest in, all of Pledgor’s right, title and interest in and to the full and punctual payment and performance of following, in each case whether now owned or existing or hereafter acquired or arising (the following clauses (a) and (b), collectively, the "Indebtedness")“Collateral”):
(a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to All of Pledgor’s interests in the Securities Purchase AgreementAccount at any time now or hereafter owned by Pledgor, whether voting or nonvoting; all rights to receive interest, income, dividends, distributions, returns of capital and other amounts (whether in cash, securities, property, or a combination thereof) from any of the Security Agreement (the Securities Purchase Agreement foregoing; and the Related Agreements and Security Agreementall other property, 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 time paid or payable or distributed or distributable in respect 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 Account (but subject to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective the provisions 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 CodeSection 7), including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ all rights of Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added access to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers books and grants, as records of the Effective Date, a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock Account; and all dividendsother rights, cashpowers, instruments privileges, interests, claims and other property or proceeds from time to time received, receivable or otherwise distributed in respect 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 any or all of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any mannerconnection therewith, including, without limitation, stock dividends or a distribution in connection such member’s rights to vote; together with any 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 Collateral), and the certificates representing such additional shares, and all dividends, cashcertificates, 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 guaranty with respect to any of the foregoing Pledged Interest and (ii) all other property or proceeds amounts from time to time receivedpaid or payable under or with respect to any of the foregoing Pledged Interest (collectively, the “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when the upon dividends of the Pledged Interest or when the Pledged Interests are sold, exchanged, collected or otherwise distributed in respect of or in exchange for any or all of such shares; and
(c) all options and rightsdisposed of, whether as an addition to, in substitution of voluntarily 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 rightsinvoluntarily.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 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 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, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Code, the Bankruptcy and Insolvency Act (Canada) (the “BIA”) and the Companies’ Creditors Arrangement Act (the “CCAA”) including, without limitation, obligations or indebtedness of Pledgor the Pledgors 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 the Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transfers transfer and grants, as of the Effective Date, grant a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"Shares”), the certificates representing the Pledged Stock 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 the Pledged StockShares;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock Shares from time to time acquired by any Pledgor in any manner, including, without limitation, stock 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 shares of any Pledged Stock 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. 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 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 Related Agreements and Security AgreementAncillary 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 Title 11, United States Code, including, without limitation, oblig▇▇▇obligati▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgorany Pledgor after the date hereof, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(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 AgreementAgreements, 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11, United States Code, including, without limitation, obligobl▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of Pledgor r for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Windswept Environmental Group Inc)
Pledge and Grant of Security Interest. 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, (b) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Related Agreements referred to in the Securities Purchase Agreement, the Security Agreement and the Related Agreements and Ancillary Agreement referred to in the Security Agreement, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (bc) all other indebtedness, obligations and liabilities of Pledgor 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 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 the Company under Title 11, United States Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇itation, obligations or indebtedness of Pledgor the Company 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 the Company hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock and membership interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity or membership interests acquired by Pledgorthe Company, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or membership interests of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor the Company in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of sharesshares or interests, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional sharesshares or membership interests, 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 sharesshares or 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 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. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Agreement Note and each other agreements, instruments, documents, mortgages, pledges, powers of attorney, consents, assignments, contracts, notices, security 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 Related Agreements referred Note or to in the Securities Purchase Agreement, transactions contemplated by the Security Agreement (the Securities Purchase Agreement and the Related Agreements and Security AgreementNote, 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 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock and other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or . 07/01/2005 other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock and other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of 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 Collateral), and the certificates representing such additional sharesshares and other equity interests, 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 sharesshares 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 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. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "“Indebtedness"”)
(a) the obligations Obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Digital Lifestyles Group Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
“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 and 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 Related Agreements and Security AgreementAncillary 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 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of the Company and each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby acknowledges, confirms and 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 Original Stock Pledge Agreement and each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 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 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, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations or indebtedness of each Pledgor and/or any other subsidiary of the Company 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee Pledgees in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto (which shall explicitly exclude the 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 (together with any additional shares of stock or other equity interests acquired by Pledgorany Pledgor after the date hereof, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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 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. To secure the full and punctual payment and performance of (the following clauses (a) The Issuer hereby pledges to the Escrow Agent for its benefit and for the ratable benefit of the Holders of the Preferred Securities, as their respective interests appear, and grants to the Escrow Agent for its benefit and for the ratable benefit of the Holders of the Preferred Securities, a continuing first priority security interest in and to all of the Issuer's right, title and interest in, to and under the following (bhereinafter collectively referred to as the "Collateral"), collectivelywhether evidenced by or characterized as investment property, the "Indebtedness")
general intangibles, documents, instruments, accounts or otherwise: (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred United States Treasury securities identified in Annex 1 to in the Securities Purchase Agreement, the Security Exhibit A to this Escrow Agreement (the Securities Purchase Agreement and "Firm Pledged Securities" and, together with the Related Agreements and Security Agreement, as each may be amended, restated, modified and/or supplemented from time to time, collectivelyAdditional Pledged Securities, the "DocumentsPledged Securities") and ), (b) the United States Treasury securities, if any, to be purchased pursuant to Section 1(b), (c) any and all other indebtedness, obligations and liabilities of Pledgor applicable security entitlements to the Pledgee whether now existing or hereafter arisingPledged Securities, direct or indirect(d) The [Bank of New York] account in the name of [The Bank of New York], liquidated or unliquidatedas Escrow Agent for the benefit of the holders of the -% Exchangeable Limited Liability Company Preferred Securities mandatorily redeemable - of CellNet Funding, absolute or contingentLLC Collateral Escrow Account", due or not due Administrative Account No. - (the "Escrow Account") established and whether under, maintained by the Escrow Agent pursuant to or evidenced by a notethis Escrow Agreement, agreement(e) any and all related securities accounts in which security entitlements to the Pledged Securities are carried, guaranty, instrument or otherwise and (f) all proceeds in each case, irrespective any form of any and all 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, foregoing Collateral (including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of Pledgor for post-petition interest, fees, costs and charges proceeds 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 constitute property of the Effective Date, a security interest to Pledgee types described in all of the following (the "Collateral"):
clauses (a) - (e) of this Section 1) and, to the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgorextent not otherwise included, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;.
(b) all In the 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 shares of stock of any issuer United States Treasury securities (each, an the "IssuerAdditional Pledged Securities") in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of all Pledged Securities thereafter held in the Pledged Account to provide payment for 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 Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares Holders and shall be deemed to be part of held by the Collateral), and Escrow Agent in 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 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 rightsAccount.
Appears in 1 contract
Sources: Escrow and Security Agreement (Cellnet Data Systems Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessOBLIGATIONS")
(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 Security Agreementthe Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "DocumentsDOCUMENTS") 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11, United States Code, including, without limitation, obligobl▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "CollateralCOLLATERAL"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged StockPLEDGED STOCK"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "IssuerISSUER") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 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 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee the Pledgees in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
“Obligations”) (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 AgreementAgreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "“Documents"”) and (b) all other indebtednessin connection with any documents, obligations and liabilities of Pledgor instruments or agreements relating to or executed in connection with the Pledgee Documents, 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock stock, partnership interests, limited liability company interests and other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock stock, partnership interests, limited liability company interests, membership interests or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the Pledged Stock (if any) 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 the Pledged Stock;
(b) all additional shares of stock 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 any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 Collateral), and the certificates representing such additional sharesshares or interests, as the case may be (if any), 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 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.
Appears in 1 contract
Sources: Pledge Agreement (Numerex Corp /Pa/)
Pledge and Grant of Security Interest. To secure As collateral security for all of the full and punctual payment and performance of Obligations (the following clauses (a) and (bas defined in Section 3 hereof), collectively, each Pledgor hereby pledges and assigns to the "Indebtedness")
(a) Administrative Agent for the obligations under the Securities Purchase Agreement benefit of itself and the Related Agreements referred Lenders, and grants to in the Securities Purchase Agreement, Administrative Agent for the Security Agreement (the Securities Purchase Agreement benefit of itself and the Related Agreements and Security AgreementLenders a continuing security interest in, 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 Pledgor's right, title and interest 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 interest to Pledgee in all of the following property (the "Pledged Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed indebtedness described in Schedule I hereto (the "Initial Pledged Debt");
(b) the indebtedness (the "Additional Pledged Debt", and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgorthe Initial Pledged Debt, the "Pledged StockDebt") 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 certificates representing promissory notes evidencing the Pledged Stock Debt and all dividendssecurities, cashmoney, instruments instruments, investment property, financial assets and other property or proceeds 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 StockDebt;
(bd) 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 stock of any issuer (each, an "Issuer") of the Pledged Capital Stock from time to time acquired by such Pledgor in of any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off Pledged Subsidiary (which shares shall be deemed to be part of the Collateral"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 such additional the Pledged Shares, all warrants, options and other rights, contractual or otherwise, in respect thereof and all shares, and all dividendssecurities, cashmoney, instruments instruments, investment property, financial assets and other property or proceeds 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 sharesPledgor in any of the Property of such Pledgor described in this Section 3; and
(cj) all options proceeds of and, to the extent related to any Property described in this Section 3, all books, correspondence, credit files, records, invoices and rightsother papers; in each case, whether as an addition tonow owned or hereafter acquired by such Pledgor, whether now in substitution 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 or in exchange for any shares 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 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 rightsForeign Pledged Subsidiary.
Appears in 1 contract
Sources: Loan Agreement (Inamed Corp)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), Stock Pledge Agreement each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Silicon Mountain Holdings, Inc.)
Pledge and Grant of Security Interest. 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 Security Agreement (the Agreement(the Securities Purchase Agreement and the Related Agreements and Security Agreement(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 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, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 Security Agreement and the Related Ancillary Agreements referred to and as defined in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary 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 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "“Indebtedness")
”) (a) the obligations of the Pledgee to the Purchaser Parties 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 each Pledgor to the Pledgee Purchaser 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 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, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee Pledgee, for its own benefit and the ratable benefit of the Purchasers, in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual -------------------------------------- payment and performance of (the following clauses (a) and through (bc), collectively, the "IndebtednessObligations")
(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 AgreementAgreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and ), (b) all other indebtedness, 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Gulf Coast and/or any Pledgor under Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of Gulf Coast and each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and ---------- expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), ------------- the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") ------ of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"):”) subject to the rights of any senior secured creditor or any party holding a senior secured lien on the Collateral:
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired Acceris Communications Confidential Materials October 14, 2004 by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor (excepting shares issued or that may be issued under any employee, officer or director stock option plans, or other options or warrants issued to employees, officers, directors, customers, distributors, channel partners or other business partners of the Borrower, approved by the Borrower’s Board of Directors and in the ordinary course of business) in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Acceris Communications Inc)
Pledge and Grant of Security Interest. To secure As security for the full prompt and punctual complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of (the Secured Obligations, the Pledgor hereby grants to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders a lien on and security interest in all of the Pledgor’s right, title and interest in, to and under the following clauses property: (a) and (b), collectively, the "Indebtedness")
(ai) the obligations under the Securities Purchase Agreement and the Related Agreements referred U.S. Government Obligations identified by CUSIP No. in Schedule I to in the Securities Purchase Agreement, the Security this Pledge 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"“Initial Pledged Securities”) and (bii) all other indebtednessthe U.S. Government Obligations, obligations and liabilities if any, identified by CUSIP No. in a supplement or supplements to this Pledge Agreement substantially in the form of Pledgor to Exhibit A hereto (each, a “Supplement”) (the Pledgee whether now existing or hereafter arising“Additional Pledged Securities” and, direct or indirecttogether with the Initial Pledged Securities, liquidated or unliquidatedthe “Pledged Securities”) and, 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 genuinenesscertificates, validityif any, 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 interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock Securities and the scheduled payments of principal and interest thereon, (b) the Collateral Account, all Security Entitlements from time to time credited or related to the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the foregoing, (c) all other U.S. Government Obligations purchased from time to time in accordance with this Pledge Agreement (whether pursuant to Section 4 or otherwise) and all certificates and instruments, if any, representing or evidencing such U.S. Government Obligations, and any and all Security Entitlements to such U.S. Government Obligations, (d) 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, (e) all interest, dividends, cash, instruments and other property or proceeds property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock;
then existing Collateral and (bf) all additional shares of stock proceeds of any issuer (each, an "Issuer") and all of the Pledged Stock from time to time acquired by Pledgor in any manner, foregoing Collateral (including, without limitation, stock dividends proceeds that constitute property of the types described in clauses (a) through (e) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or a distribution not the Trustee or the Collateral Agent 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 connection with any increase or reduction clauses (a) through (f) of capitalthis Section 1.3 being collectively referred to herein as the “Collateral”). Without limiting the generality of the foregoing, reclassification, merger, consolidation, sale this Pledge Agreement secures the payment of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be all amounts that constitute part of the Collateral)Secured Obligations notwithstanding the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, and reorganization or similar proceeding involving 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 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 rightsPledgor.
Appears in 1 contract
Sources: Collateral Pledge and Security Agreement (Wynn Resorts LTD)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
“Obligations”) (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 (other than the Registration Rights Agreement), as each may be amended, restated, modified and/or supplemented from time to time, excluding the Grant Shares as defined in the Securities Purchase Agreement, collectively, the "“Documents"”) and (b) all other indebtedness, obligations and liabilities of Pledgor 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 otherwise, (in each case, irrespective of the genuineness, validity, regularity or enforceability of such IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 the Pledgors under Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of Pledgor the Pledgors for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), Pledgor the Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transfers transfer and grants, as of the Effective Date, grant a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgorthe Pledgors, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by Pledgor the Pledgors in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Applied Digital Solutions Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) all obligations owing to Pledgee and the obligations other Creditor Parties 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 AgreementAgreements, 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11T▇▇▇▇ ▇▇, United States Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Code (or any comparable statute of any other relevant jurisdiction), including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee the Pledgee, for the ratable benefit of the Creditor Parties, in all of its right, title and interest in and to the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Applied Digital Solutions Inc)
Pledge and Grant of Security Interest. 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 Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Insolvency Act (Canada) (the "BIA") and the Companies' Creditors Arrangement Act (the "CCAA") 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, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the The shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by the Pledgor, the "Pledged StockShares"), the certificates representing the Pledged Stock 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 the Pledged StockShares;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock Shares from time to time acquired by the Pledgor in any manner, including, without limitation, stock 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 rightsrights granted by any Issuer, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Stock 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. To secure As collateral security for the full prompt and punctual complete payment and performance when due of (each Liquidated Damage Obligation, and of the RSi Parties' obligation to pay Liquidated Damages and the Accelerated Amount, the RSi Parties hereby pledge and grant to ALC, a continuing security interest in, and lien on, all of the RSi's Parties' right, title and interest in and to the following clauses (a) and (b), collectively, the "IndebtednessCollateral")
): all Pledged Assets, Residual Profits, 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 title, fixtures, credits, claims, demands, assets and other 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 relate to, arise out of or in 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 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 (aor any comparable law in effect in any relevant jurisdiction) the obligations under laws of which govern the Securities Purchase 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 Related Agreements referred Accelerated Amount that would be owed by the RSi Parties to in ALC, but for 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 fact they are unenforceable or not allowable due to the Pledgee whether now existing existence of a bankruptcy, reorganization 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 similar proceeding involving 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 interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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 rightsRSi Parties.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 Security Agreement and the Related Ancillary Agreements referred to and as defined in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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, obligob▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by the Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 Agreement(the Securities Purchase Agreement and the Related Agreements and Security AgreementAgreements, 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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 anything to the contrary, the Indebtedness shall not include any liabilities or obligations that are not payment obligations or that arise under or out of the Warrants or any other equity interests of the Company issued to Laurus. Notwithstanding the foregoing, the Collateral shall not include any equity interests issued by a Person if such person is a foreign corporation or any equity interest of a Person that do not own more than 10% of the assets of the Company calculated on a consolidated basis.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) all obligations owing to Pledgee and the obligations other Creditor Parties under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee the Pledgee, for the ratable benefit of the Creditor Parties, in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“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 Security Agreement (the Securities Purchase Agreement and the Related Agreements and Security AgreementAgreements, 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 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 and/or ICF under Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor and ICF for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee Pledgee, for the ratable benefit of the Creditor Parties, in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 Title 11, United States Code, including, without limitation, obligobl▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a stock distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Fast Eddie Racing Stables Inc)
Pledge and Grant of Security Interest. To secure the full 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 owing to the Pledgees, their successors, endorsees, transferees or assigns when due, all at the time and performance of (place and in the following clauses (a) amount and (b)manner prescribed in, collectivelyand otherwise in accordance with, the "Indebtedness")
(a) Transaction Documents, regardless of any defense or set-off counterclaim which the obligations under Company or any other person may have or assert, and regardless of whether or not the Securities Purchase Agreement and Pledgees or anyone on behalf of the Related Agreements referred Pledgees shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to in enforce any rights against the Securities Purchase AgreementCompany or any other person to compel any such performance or observance or to collect all or part of any such amount, 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 either pursuant to the Pledgee whether now existing provisions of the Transaction Documents or hereafter arisingat law or in equity, direct and regardless of any other condition or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant contingency. The Pledgor shall have no obligation whatsoever to or evidenced by a note, the Pledgees beyond the Collateral pledged for the Obligations set forth herein. For purposes of this 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 interest to Pledgee in all of the following (the "Collateral"):Collateral shall mean:
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock Company from time to time acquired by Pledgor in any mannermanner from the ownership of the Pledged Stock, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Hague Corp.)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
“Obligations”) (a) the obligations under the Securities Purchase Agreement and 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 Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness Obligations 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 any case commenced by or against any Pledgor under Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby acknowledges, confirms and 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 Original Stock Pledge Agreement and each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 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, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations or indebtedness of each Pledgor and/or any other subsidiary of the Company 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto (which shall explicitely exclude the 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 (together with any additional shares of stock or other equity interests acquired by Pledgorany Pledgor after the date hereof, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11, United States Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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, Agreement and the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement and the such Related Agreements and the Security AgreementAgreement 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 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 11T▇▇▇▇ ▇▇, United States Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Code, the Bankruptcy and Insolvency Act (Canada) (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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule “A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"Shares”), the certificates representing the Pledged Stock 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 the Pledged StockShares;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock Shares from time to time acquired by any Pledgor in any manner, including, without limitation, stock 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 shares of any Pledged Stock 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. 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 AgreementAgreements, 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 Indebtedness in any case commenced by or against a Pledgor under Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, as of the Effective Date, grants a security interest to the Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by either Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by each Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 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▇obliga▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of ▇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, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Gvi Security Solutions Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Ronco Corp)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
“Obligations”) (a) the obligations under the Securities Purchase Agreement and 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 Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessOBLIGATIONS")
(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 Security Agreementthe Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "DocumentsDOCUMENTS") 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11, United States Code, including, without limitation, oblig▇▇▇obligati▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Pledgor for ▇▇▇ post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "CollateralCOLLATERAL"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged StockPLEDGED STOCK"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "IssuerISSUER") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Datalogic International Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11, United States Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇itation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock stock, partnership interests, limited liability company interests and other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock stock, partnership interests, limited liability company interests, membership interests or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock (if any) 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 the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 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 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure As collateral security for all of the full Obligations, Pledgor hereby pledges and punctual payment assigns to Lender, and performance of (grants to Lender a continuing security interest in, 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 interest to Pledgee in all of the following (the "“Pledged Collateral"”):
(a) One hundred percent (100%) of Pledgor’s membership interests (collectively the shares “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 stock 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 Pledgor’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 forth on SCHEDULE A annexed hereto aside for the payment thereof; moneys and expressly made a part hereof (proceeds of every kind and nature, due or to become due to Pledgor at any time, now or hereafter, together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock Interests (if any), all options and other rights, contractual or otherwise, with respect thereto 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 the Pledged StockInterests; 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;
(b) all All additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock interests in Company from time to time issued to or acquired by Pledgor in by virtue of its ownership of the Pledged Interests as a result of any manner, including, without limitation, stock dividends dividend or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of sharesmembership interests, stock membership interest split, spin-off or off, split-off (which shares shall be deemed to be part of the Collateral)off, and or other form or recapitalization, the certificates representing such additional shares, financial interests and all dividends, distributions, 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 sharesadditional financial interests; and
(c) All proceeds of any and all options and rightsof the foregoing; in each case, whether as an addition tonow owned or hereafter acquired by Pledgor and howsoever its interest therein may arise or appear (whether by ownership, in substitution of security interest, claim 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 rightsotherwise).
Appears in 1 contract
Sources: Pledge and Security Agreement (Empire Petroleum Corp)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
) (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 AgreementAgreements, 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) ): the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) ; all additional shares of stock or other equity interests of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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) and 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock and the certificates evidencing a limited liability company interest set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof Stock Pledge Agreement (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of 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 any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure The Pledgor hereby pledges, assigns and delivers to the full Lender, and punctual payment grants to the Lender a Lien upon and performance security interest in, all of the Pledgor’s right, title and interest in and to the following, in each case whether now owned or existing or hereafter acquired or arising (the following clauses (a) and (b), collectively, the "Indebtedness")“Collateral”):
(ai) all of the obligations under issued and outstanding shares, interests or other equivalents of capital stock of each Person that is a direct Subsidiary of the Securities Purchase Agreement 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 each Person not a corporation that is a direct Subsidiary of the Related Agreements referred 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; all options, warrants and other rights to acquire, and all securities convertible into, any of the foregoing; all rights to receive interest, income, dividends, distributions, returns of capital and other amounts (whether in the Securities Purchase Agreementcash, the Security Agreement (the Securities Purchase Agreement securities, property, or a combination thereof), and the Related Agreements all additional stock, warrants, options, securities, interests and Security Agreementother property, 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 time paid or payable or distributed or distributable in respect 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 foregoing (but subject to the provisions 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 CodeSection 7), including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ all rights of the Pledgor for post-petition interestto receive amounts due and to become due under or in respect of any partnership agreement, feesjoint venture agreement, costs limited liability company operating agreement, stockholders agreement, trust agreement or other agreement creating, governing or evidencing any such capital stock or equity interests and charges that would have accrued to which the Pledgor is now or been added to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grantshereafter becomes a party, as of the Effective Dateany such agreement may be amended, a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock modified, supplemented, restated or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds replaced from time to time received(collectively, receivable “Ownership Agreements”) or otherwise distributed upon the termination thereof; all rights of access to the books and records of any such Subsidiary; and all other rights, powers, privileges, interests, claims and other property in respect any manner arising out of or in exchange for relating to any or all of the Pledged Stock;
foregoing, of whatever kind or character (b) all additional shares of stock of including any issuer (eachtangible or intangible property or interests therein), an "Issuer") of the Pledged Stock from time to time acquired and whether provided by Pledgor contract or granted or available under applicable law in any mannerconnection therewith, including, without limitation, stock dividends or a distribution in connection 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 any 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 Collateral), and the certificates representing such additional shares, and all dividends, cashcertificates, instruments and entries upon the books 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 “Pledged Interests”); and
(ii) 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 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 (z) all other property or proceeds 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 in respect of or in exchange for any or all of such shares; and
(c) all options and rightsdisposed of, whether as an addition to, in substitution of voluntarily 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 rightsinvoluntarily.
Appears in 1 contract
Sources: Pledge Agreement (Frankly Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Conversion Services International Inc)
Pledge and Grant of Security Interest. 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 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and ---------- expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Agreement and 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 Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 (the "BIA"), the Companies' Creditors Arrangement Act (the "CCAA") or Title 11, United States Code, including, without limitation, oblig▇▇St▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ithout limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby acknowledges, confirms and 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 Original Stock Pledge Agreement and hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following property owned by such Pledgor (the "Collateral"):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11T▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"”):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
(a) the obligations Obligations under the Securities Security and Purchase Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Agreement and the Related Agreements and Security AgreementAncillary 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 each other 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 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, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Proxymed Inc /Ft Lauderdale/)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) As security for the prompt satisfaction of the Obligations, Pledgor hereby pledges to Pledgee, and (b), collectivelygrants to Pledgee a perfected first-priority lien on and security interest in, the "Indebtedness")Pledged Company Interests.
(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 indebtednessIf Pledgor shall become entitled to receive or shall receive, 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 connection with any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateralPledged Company Interests, 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 Codeany:
(i) certificate, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ any certificate representing dividends or interest on the Pledged Company Interests, or representing a distribution in respect of Pledgor for postany of the Pledged Company Interests, or resulting from a spin-petition interestoff, feesa split-off, costs 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 charges that would have accrued any subscription warrants, rights or been added options issued to the Indebtedness but holders of, or otherwise in respect of, the Pledged Company Interests;
(ii) dividend or distribution payable in property, including securities issued by other than Pledgee; or
(iii) dividends or distributions of any sort; then: Pledgor shall, subject to the provisions of Section 2(e) of this Agreement, accept the same as Pledgee’s agent, in trust for the commencement of such case)Pledgee, Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, a security interest shall deliver them forthwith to Pledgee in all 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 the following (the "Collateral"):Pledged Company Interests.
(ac) the shares of stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing Pledgor herewith delivers the Pledged Stock Company Interests to Pledgee represented by certificates duly endorsed in blank, or accompanied by appropriate stock powers duly endorsed in blank and all dividendsnotarized by a notary public, cashand Pledgee hereby acknowledges receipt thereof.
(d) Upon written notice to Pledgor of an Event of Default, instruments and other property or proceeds from time to time receivedPledgee, receivable or otherwise distributed in respect of or in exchange for at its option, may have any or all of the Pledged Stock;
Company Interests registered in its name or the name of its nominee, and Pledgor hereby acknowledges that, upon such written notice, Pledgee may, in its sole discretion, effect such registration. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Company Interests shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have, with respect to the Pledged Company Interests, the right to exercise all voting rights (bif any) as to all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any mannerCompany Interests and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof, including, without limitation, stock dividends the right to exchange any or a distribution in connection with any increase or reduction all of capital, reclassification, the Pledged Company Interests upon the merger, consolidation, sale reorganization, recapitalization or other readjustment of assetsPledgee, combination or upon the exercise by Pledgee or its nominee of sharesany right, stock splitprivilege, spin-off or split-off 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.
(which shares e) Unless an Event of Default shall have occurred, Pledgor shall be deemed 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 part delivered to Pledgee as additional security hereunder or applied toward the satisfaction of the Collateral)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 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 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 sharesprices 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
(civ) all options and rightsfourth, whether as an addition to, in substitution of or in exchange for any shares 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 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 rightsCompany Interests.
Appears in 1 contract
Sources: Membership Purchase Agreement (Agfeed Industries, Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness"“Obligations”)
(a) all obligations owing to Pledgee and the obligations other Creditor Parties 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 AgreementAgreements, 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 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, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ indebtedness, obligations 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee the Pledgee, for the ratable benefit of the Creditor Parties, in all of the following (the "“Collateral"”):
(a) the shares of stock or other equity interests set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "“Pledged Stock"”), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock or other equity interests of any issuer (each, an "“Issuer"”) of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "IndebtednessObligations")
(a) the obligations under the Securities Purchase Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (General Environmental Management, Inc)
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, as of the Effective Date, grants a security interest to Pledgee Agent in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by the Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Code, the Bankruptcy and Insolvency Act (Canada) (the "BIA") and the Companies' Creditors Arrangement Act (the "CCAA") 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, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by the Pledgor, the "Pledged StockShares"), the certificates representing the Pledged Stock 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 the Pledged StockShares;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock Shares from time to time acquired by the Pledgor in any manner, including, without limitation, stock 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 shares of any Pledged Stock 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 (Essential Innovations Technology Corp)
Pledge and Grant of Security Interest. 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 Security Agreement (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 Security 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 (bc) 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 Title 11, United States Code, including, without limitation, oblig▇▇obligat▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Secured Digital Applications Inc)
Pledge and Grant of Security Interest. 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 AgreementAgreements, 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 Title 11, United States CodeCod▇, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇imitation, 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (Datalogic International Inc)
Pledge and Grant of Security Interest. 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), Each Pledgor hereby pledges, assigns------------------------------------- assigns and delivers to the Administrative Agent, hypothecates, transfers and grants, as for the ratable benefit of the Effective DateSecured Parties, and grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest to Pledgee in in, all of such Pledgor's right, title and interest in and to the following following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the "Collateral"):
(ai) all Accounts;
(ii) all Contracts;
(iii) all Deposit Accounts;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Inventory;
(vii) all Investment Property;
(viii) all Instruments;
(ix) to the shares extent not covered or not specifically excluded by clauses (i) through (viii) above, all of stock set forth on SCHEDULE A annexed hereto such Pledgor's other personal property, whether now owned or existing or hereafter arising or acquired; and
(x) any and expressly made a part hereof all proceeds, as defined in the 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, (together 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 additional shares requisition, condemnation, seizure or forfeiture with respect to any of stock 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 equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds 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 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 Stock;
National Basketball Association (b) all additional shares of stock of any issuer (each, an "Issuer") of including the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 CollateralSeattle Supersonics NBA franchise), 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 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.
Appears in 1 contract
Pledge and Grant of Security Interest. 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), The Pledgor hereby pledges, assigns------------------------------------- assigns and delivers to the Administrative Agent, hypothecates, transfers and grants, as for the ratable benefit of the Effective DateSecured Parties, and grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest to Pledgee in in, all of the following Pledgor's right, title and interest in and to the following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the "Collateral"):
(ai) all Accounts;
(ii) all Contracts;
(iii) all Deposit Accounts;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Inventory;
(vii) all Instruments;
(vi) subject to the shares provisions of stock set forth on SCHEDULE A annexed hereto SECTION 5.1(a), all Investments;
(ix) to the 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 expressly made a part hereof all proceeds, as defined in the Uniform Commercial Code, products, rents and profits of or from any and all of the foregoing and, to the extent not otherwise included, (together 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 additional shares requisition, condemnation, seizure or forfeiture with respect to any of stock 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 equity interests acquired by Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds 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 in respect of received when Collateral or in exchange for any or all of the Pledged Stock;
(b) all additional shares of stock of any issuer (eachProceeds are sold, an "Issuer") of the Pledged Stock from time to time acquired by Pledgor in any mannerexchanged, including, without limitation, stock dividends or a distribution in connection with any 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 Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable collected or otherwise distributed in respect of or in exchange for any or all of such shares; and
(c) all options and rightsdisposed of, whether as an addition to, in substitution of voluntarily 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 rightsinvoluntarily.
Appears in 1 contract
Sources: Pledge and Security Agreement (Petersen Companies Inc)
Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness")
“Obligations”) (a) the obligations under the Securities Purchase Agreement and 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 Related Agreements and Security AgreementAncillary 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 IndebtednessObligations, or of any instrument evidencing any of the Indebtedness 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 Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, oblig▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ obligations of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness Obligations but for the commencement of such case), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "“Collateral"):
”): (ai) the shares of stock intercompany notes and instruments issued to, or held by, the Pledgor set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (collectively, together with any additional shares of stock or other equity interests notes and instruments acquired by Pledgorthe Pledgor from time to time, the "“Pledged Stock"Instruments”), the certificates representing the Pledged Stock and (ii) all dividends, cash, instruments interest, other instruments, distributions 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 the Pledged Stock;
Instruments and (biii) all additional shares of stock other proceeds of any issuer (eachand all of the foregoing. The Pledged 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 "Issuer") Event of Default has not occurred hereunder, Pledgor may retain any funds or payments received by it pursuant to any of the Pledged Stock from time to time acquired by Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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 rightsInstruments.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Pledge and Grant of Security Interest. 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 Security Agreement and the Related Ancillary Agreements referred to in the Securities Purchase Agreement, the Security Agreement (the Securities Purchase Security Agreement and the Related Agreements and Security AgreementAncillary 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 Title 11, United States Code, including, without limitation, obligobli▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of ▇f 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, assigns, hypothecates, transfers and grants, as of the Effective Date, grants a security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on SCHEDULE Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the 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 of the Pledged Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any 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 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 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.
Appears in 1 contract
Sources: Stock Pledge Agreement (American Technologies Group Inc)