Common use of Pledge of Additional Securities Collateral Clause in Contracts

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, promptly (but in any event within thirty days after receipt thereof, or such later date as may be agreed in writing by the Collateral Agent in its sole discretion) deliver to the Collateral Agent the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby agrees that all Pledged Securities or Intercompany Notes delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (SoulCycle Inc.), Security Agreement (SoulCycle Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty days ten Business Days after receipt thereof, or such later date as may be agreed in writing by the Collateral Agent in its sole discretion) deliver to the Collateral Agent (or the First Lien Collateral Agent as required by Section 3.1 and Section 3.2) a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Second Lien Credit Agreement (Emdeon Inc.), Second Lien Credit Agreement (Emdeon Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any personperson (other than Excluded Assets) in an aggregate amount in excess of $500,000, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty (30) days after receipt thereof, or such later date as may be agreed in writing by thereafter) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in its sole discretion) substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”), and deliver to the Collateral Agent the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Pledge and Security Agreement (HC2 Holdings, Inc.), Pledge and Security Agreement (HC2 Holdings, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty (30) days after receipt thereof, thereof or such later date longer period as may be agreed in writing by the Collateral Agent may agree in its sole reasonable discretion) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (Maxlinear Inc), Security Agreement (Maxlinear Inc)

Pledge of Additional Securities Collateral. Each Pledgor Grantor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes in a principal amount in excess of $3,000,000 of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but and in any event within thirty days after receipt thereof, or such later date as may be agreed in writing by the Collateral Agent in its sole discretionfifteen (15) days) deliver to the Collateral Agent a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section SECTION 3.1 and Section SECTION 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Security Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Sally Beauty Holdings, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after it or, in the Closing Date any Pledged Securities that are certificated “securities” for purposes case of clauses (ii) and (iii) of the UCC or Intercompany Notes definition of “Additional Pledge Shares,” any personof its Affiliates, obtaining any Additional Pledged Shares, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, promptly (but in any event within thirty days after receipt thereof, or such later date as may be agreed in writing by the Collateral Agent in its sole discretion) Trustee and forthwith deliver to the Collateral Agent Trustee a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Additional Pledged Securities or Intercompany Notes Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesShares. Each Pledgor hereby authorizes the Trustee to attach each Pledge Amendment to this Agreement and agrees that all Additional Pledged Securities or Intercompany Notes Shares listed on any Pledge Amendment delivered to the Collateral Agent Trustee shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Pledge Agreement (Alta One Inc.)

Pledge of Additional Securities Collateral. Each Pledgor Grantor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty 10 days (or such later period acceptable to the Agent in its discretion) after receipt thereof, or such later date as may be agreed in writing by the Collateral Agent in its sole discretion) deliver to the Collateral Agent on such date (or such later period acceptable to the Agent in its discretion) a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 4.1 and Section 3.2 4.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Guaranty and Security Agreement (Archipelago Learning, Inc.)

Pledge of Additional Securities Collateral. Each Subject to Section 14.17 hereof, each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC (other than Excluded Assets) or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereofPledged Debt, promptly (but in any event within thirty days ten Business Days after receipt thereof, thereof (or such later date longer period as may be agreed in writing to by the Collateral Agent in its sole discretionAgent)) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesPledged Debt. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes Pledged Debt listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Liberty Global PLC)

Pledge of Additional Securities Collateral. Each Pledgor Grantor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Administrative Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty five days after receipt thereof, thereof or such later date longer period as the Administrative Agent may be agreed in writing by the Collateral Agent agree in its sole discretion) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Credit Agreement (Starwood Property Trust, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes in excess of $250,000 of any person, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty days ten Business Days after receipt thereof, or such later date as may be agreed in writing by the Collateral Agent in its sole discretion) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 annexed hereto (each, a "Pledge Amendment"), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which that are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Credit Agreement (HealthSpring, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes in excess of $500,000 of any person, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty days five Business Days after receipt thereof, or such later date as may be agreed in writing by the Collateral Agent in its sole discretion) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 annexed hereto (each, a "Pledge Amendment"), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Emergency Medical Services CORP)

Pledge of Additional Securities Collateral. Each Subject to Section 5.11 of the Credit Agreement, unless constituting an Excluded Perfection Action, each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any personrequired to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty days after receipt thereof, or such later date as may be agreed in writing the time period required by Section 5.11 of the Collateral Agent in its sole discretion) Credit Agreement deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Merge Healthcare Inc)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any additional Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty 30 days after receipt thereof, thereof or such later date longer period as may be agreed in writing by the Collateral Agent may approve in writing in its sole reasonable discretion) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (CPI International Holding Corp.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any personPerson that constitute Collateral, accept the same in trust for the benefit of the Collateral Agent andand promptly, subject to Section 3.4(a) hereof, promptly (but and in any event within thirty days after receipt thereof, ten Business Days thereafter (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion) ), deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the such additional Pledged Securities or Intercompany Notes which that are to be pledged pursuant to this Agreement, and confirming the attachment grant of the Lien created hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent (except to the extent constituting Excluded Property) shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Internap Corp)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any personPerson, accept the same in trust for the benefit of the Collateral Agent andand promptly, subject to Section 3.4(a) hereof, promptly (but and in any event within thirty days after receipt thereof, five Business Days thereafter (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion) ), deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the such additional Pledged Securities or Intercompany Notes which that are to be pledged pursuant to this Agreement, and confirming the attachment grant of the Lien created hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Biglari Holdings Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any personPerson, accept the same in trust for the benefit of the Collateral Agent andand promptly, subject to Section 3.4(a) hereof, promptly (but and in any event within thirty days after receipt thereof, ten Business Days thereafter (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion) ), deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the such additional Pledged Securities or Intercompany Notes which that are to be pledged pursuant to this Agreement, and confirming the attachment grant of the Lien created hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Internap Network Services Corp)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty 30 days after receipt thereof, (or such later date longer period as may be agreed in writing determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Itron Inc /Wa/)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes (with an aggregate principal amount exceeding $1,000,000) of any personperson required to be pledged hereunder or under the Credit Agreement, accept the same in trust for the benefit of the Collateral Administrative Agent and, subject to Section 3.4(a) hereof, and promptly (but in any event within thirty (30) days after receipt thereof, or such later date as may be agreed in writing by the Collateral Agent in its sole discretion) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Credit Agreement (Polyone Corp)