Pledge of Additional Securities Collateral. (a) Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Secured Party and if the value of such Pledged Securities (excluding the Capital Stock of [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. any Subsidiary of the Borrower and Intercompany Notes constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Pledged Securities and Intercompany Notes) exceeds [*****] aggregate for all Pledgors, the Pledgor promptly (but in any event within [*****] days after receipt thereof) deliver to the Secured Party 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 Secured Party 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 Secured Party shall for all purposes hereunder be considered Pledged Collateral.
Appears in 2 contracts
Sources: Loan Agreement (Raptor Pharmaceutical Corp), Loan Agreement (Raptor Pharmaceutical Corp)
Pledge of Additional Securities Collateral. (a) Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Secured Party and if the value of such Pledged Securities (excluding the Capital Stock of [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. any Subsidiary of the Borrower and Intercompany Notes constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Pledged Securities and Intercompany Notes) exceeds [*****] aggregate for all Pledgors, the Pledgor promptly (but in any event within [*****] days after receipt thereof) deliver to the Secured Party 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 Secured Party 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 Secured Party shall for all purposes hereunder be considered Pledged Collateral.
Appears in 1 contract
Pledge of Additional Securities Collateral. (a) Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Secured Party and if the value of such Pledged Securities (excluding the Capital Stock of [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. any Subsidiary of the Borrower and Intercompany Notes constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Pledged Securities and Intercompany Notes) exceeds [*****] in the aggregate for all Pledgors, the Pledgor promptly (but in any event within [*****] days after receipt thereof) deliver to the Secured Party a pledge amendment, duly executed by [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 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 Secured Party 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 Secured Party shall for all purposes hereunder be considered Pledged Collateral.
Appears in 1 contract
Pledge of Additional Securities Collateral. (a) Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson which are to be pledged pursuant to this Agreement, accept the same in trust for the benefit of the Secured Party Administrative Agent and if the value of such Pledged Securities (excluding the Capital Stock of [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. any Subsidiary of the Borrower and Intercompany Notes constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Pledged Securities and Intercompany Notes) exceeds [*****] aggregate for all Pledgors, the Pledgor promptly (but in any event within [*****] fifteen days after receipt thereof, or such longer period as the Administrative Agent may agree to in its sole discretion) deliver to the Secured Party 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 Secured Party 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 Secured Party Administrative Agent shall for all purposes hereunder be considered Pledged Collateral. Notwithstanding anything to the contrary contained herein, (a) no Pledgor shall be required to deliver to the Administrative Agent any Secured Intercompany Note received by it from a Qualified Subsidiary except to the extent required by Section 6.12(c) of the Credit Agreement, and any Pledge Amendment required to be delivered pursuant to this Section 5.1 in connection therewith shall not be required to be delivered until delivery of such Secured Intercompany Note is required pursuant to Section 6.12(c) of the Credit Agreement. Nothing in this Agreement shall require intercompany loans or advances to be evidenced by an Intercompany Note; such requirements are set forth in the Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (American Renal Associates Holdings, Inc.)
Pledge of Additional Securities Collateral. (a) Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson which are to be pledged pursuant to this Agreement, accept the same in trust for the benefit of the Secured Party First Lien Administrative Agent and if the value of such Pledged Securities (excluding the Capital Stock of [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. any Subsidiary of the Borrower and Intercompany Notes constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Pledged Securities and Intercompany Notes) exceeds [*****] aggregate for all Pledgors, the Pledgor promptly (but in any event within [*****] fifteen days after receipt thereof, or such longer period as the First Lien Administrative Agent may agree to in its sole discretion) deliver to the Secured Party First Lien 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 Secured Party First Lien 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 Secured Party First Lien Administrative Agent shall for all purposes hereunder be considered Pledged Collateral. Notwithstanding anything to the contrary contained herein, (a) no Pledgor shall be required to deliver to the Administrative Agent any Secured Intercompany Note received by it from a Qualified Subsidiary except to the extent required by Section 6.12(c) of the First Lien Credit Agreement, and any Pledge Amendment required to be delivered pursuant to this Section 5.1 in connection therewith shall not be required to be delivered until delivery of such Secured Intercompany Note is required pursuant to Section 6.12(c) of the First Lien Credit Agreement. Nothing in this Agreement shall require intercompany loans or advances to be evidenced by an Intercompany Note; such requirements are set forth in the First Lien Credit Agreement.
Appears in 1 contract
Sources: First Lien Credit Agreement (American Renal Associates Holdings, Inc.)