Pledge of Subsidiary Stock Sample Clauses

Pledge of Subsidiary Stock. (a) The obligations of the Company under the Notes, including without limitation the principal amount of, and accrued interest on, all Advances, shall be ratably secured by the pledge and collateral assignment of, and the grant of a security interest in, all the issued and outstanding shares (the "Pledged Shares") of capital stock of Lasertechnics Marking Corporation, a wholly-owned subsidiary of the Company (the "Stock Pledge"). The Stock Pledge shall be on such terms as are reasonable and customary for transactions such as the transactions contemplated hereby. Prior to the occurrence of an event of default under the Notes, the Purchasers shall not have any rights with respect to the voting or disposition of any shares of such subsidiary capital stock so pledged. (b) Concurrently, with the execution and delivery of this Agreement, the Company is delivering to JPMIC, as collateral agent for the benefit of the holders of the Notes, ratably in proportion to the respective aggregate unpaid principal amounts thereof (the "Collateral Agent"), certificates representing the Pledged Shares, together with stock powers in customary form. The Company hereby pledges the Pledged Shares to the Collateral Agent, and grants to the Collateral Agent a security interest therein, to secure the full and timely payment and performance of all obligations of the Company under the Notes, in accordance with paragraph 6(a), above, effective at the Initial Closing. The parties shall use their respective best commercially reasonable efforts to negotiate, execute and deliver a definitive pledge agreement, in customary and reasonable form, to further document the Stock Pledge on terms and conditions consistent with the terms and conditions set forth herein (the "Pledge Agreement"), and upon the effectiveness of the Pledge Agreement, the terms of the Pledge Agreement shall amend and supersede any contrary provisions of this paragraph 6(b).
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Pledge of Subsidiary Stock. On or before April 30, 1999, the Company will grant a security interest in the stock of all of its Subsidiaries who are Guarantors (other than Western Gas Resources Storage, Inc.) to Prudential, as collateral agent for the holders of the Notes, to the holders of the notes issued pursuant to the 1995 Note Purchase Agreement and to NCNB, as agent for the Banks parties to the NCNB Agreement and the lender under the Bridge Facility. The Company shall on the earlier of January 3, 2000, if the stock of WGRS has not been sold by December 31, 1999, and the date that is ten days after the day on which the agreement for the sale of stock in WGRS is terminated, pledge under the Company Pledge Agreement all of the issued and outstanding capital stock in WGRS and cause WGRS to execute and deliver a Guaranty to the holder of each Note. The holders and the Company agree that all stock and other securities pledged pursuant to the Pledge Agreements, including the stock of WGRS if pledged pursuant to the preceding sentence, will remain subject to the Pledge Agreements until (i) in the case of all such stock and other securities, the Company achieves the Minimum Rating and NCNB, as agent for the lenders under the NCNB Agreement, the lender under the Bridge Facility and the holders of the notes under the 1995 Note Purchase Agreement have released their security interests in all of such pledged stock and other securities and, provided that no Default or Event of Default exists or would result therefrom, or, in the case only of the stock of WGRS, until (ii) the Company shall deliver to each holder of the Notes a certificate of an Authorized Officer certifying that the Company has sold, at Fair Market Value for cash, all of the stock in WGRS to a Person that is not an Affiliate or a Subsidiary and that no Default or Event of Default exists immediately prior to or after giving effect to such sale. If, however, after any release described in the preceding sentence the Company is downgraded below the Minimum Rating, the Company shall immediately pledge, and cause its Subsidiaries to pledge, all stock or other equity interests in all Guarantors to the holders of the Notes under one or more Pledge Agreements.
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Pledge of Subsidiary Stock. Notwithstanding any provision contained in this Agreement to the contrary, the Company will not and will not permit any Subsidiary to ▇▇▇▇▇ ▇ ▇▇▇▇ on the stock of any Subsidiary, except that the Company may pledge the stock of any Subsidiary, provided that, contemporaneous with any such pledge, the Company shall cause all obligations owing to the holders of Notes (including any Shelf Note) to be equally and ratably secured and shall execute and deliver to each holder of Notes a duly executed Pledge Agreement in the form attached hereto as Exhibit F.
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Pledge of Subsidiary Stock. The Company shall enter into a pledge agreement (the “SGI Pledge Agreement”) with ▇▇▇▇ as promptly as reasonably practicable after the Closing in order to provide ▇▇▇▇ with a security interest in all of the shares of the capital stock (the “SGI Shares”) of Sinosmart Group, Inc. (“SGI”), a wholly-owned subsidiary of the Company. The Company will use commercially reasonable efforts to the extent legally practicable to effect such security interest in the SGI shares. The SGI Pledge Agreement and any ancillary documents shall be in form and substance reasonably satisfactory to the Company.
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Pledge of Subsidiary Stock. Notwithstanding anything to the contrary in Section 7.11(a) or elsewhere in any Loan Document, the Company shall not be required to, and shall not be required to cause its Subsidiaries to, pledge any of the Capital Stock of any Subsidiary to the Collateral Agent for the benefit of the Secured Creditors.
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Pledge of Subsidiary Stock. The last sentence of paragraph 5N of the Agreement is amended and restated in its entirety to read as follows: "If, however, after any release described in the preceding sentence the Company is downgraded below the Minimum Rating, the Company shall immediately pledge, and cause its Subsidiaries to pledge, all stock or other equity interests in all Guarantors, and 65 % (or if the Company shall pledge any higher percentage of the issued and outstanding capital stock of WGR Canada to any other Person, then such higher percentage) of the issued and outstanding capital stock of WGR Canada, to the holders of the Notes under one or more Pledge Agreements."
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Pledge of Subsidiary Stock. So long as the Covenant Adjustment Date has not occurred, take all actions as are necessary or that are reasonably requested by the Administrative Agent to establish and maintain in favor of the Administrative Agent, for the benefit of the Banks, a valid, perfected, first-priority security interest in the stock of each of ▇▇▇▇▇▇ Electric Corporation, Hub City, Inc., Marathon Electric Manufacturing Corporation and each other Guarantor (if any).
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Pledge of Subsidiary Stock. The Company granted a security interest in the stock of all of its Subsidiaries who are Guarantors and Western Power Services, Inc. to PICA, as collateral agent for the holders of the Notes. As of the Effective Date, the Company and the holders of the Notes and Prudential amended the Company Pledge Agreement to reflect that Prudential is the successor collateral agent for the holder of the Notes. The holders and the Company agree that all stock and other securities pledged pursuant to the Pledge Agreements will remain subject to the Pledge Agreements until (i) in the case of all such stock and other securities, the Company achieves the Minimum Rating and NCNB, as agent for the lenders under the NCNB Agreement, have released their security interests in all of such pledged stock and other securities and, provided that no Default or Event of Default exists or would result therefrom. If, however, after any release described in the preceding sentence the Company is downgraded below the Minimum Rating, the Company shall immediately pledge, and cause its Subsidiaries to pledge, all stock or other equity interests in all Guarantors and Western Power Services, Inc., to the holders of the Notes under one or more Pledge Agreements.
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Related to Pledge of Subsidiary Stock

  • Disposal of Subsidiary Stock Except for any sale of any Regulatory Shares or all of the Capital Stock of a Subsidiary owned by the Borrower or its Subsidiaries, in each case in compliance with the provisions of Section 6.03 hereof, Borrower shall not directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a Subsidiary Loan Party, or to qualify directors if required by applicable law.

  • Disposal of Subsidiary Interests Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

  • Pledge of Shares Borrower hereby pledges, assigns and grants to Bank, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date, or, to the extent not certificated as of the Closing Date, within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Bank, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new (as applicable) certificates representing such securities to be issued in the name of Bank or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

  • PLEDGE OF ASSETS Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower's assets now owned or hereafter acquired, except any of the foregoing in favor of Bank or which is existing as of, and disclosed to Bank in writing prior to, the date hereof.

  • Limitation on Sales of Assets and Subsidiary Stock (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any Indebtedness (other than Subordinated Indebtedness or Disqualified Stock)) at least equal to the fair market value (such fair market value to be determined, in each case, on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis), (including by way of relief from, or by any other Person assuming responsibility for, any Indebtedness (other than Subordinated Indebtedness or Disqualified Stock)) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (3) an amount equal to 100.0% of the Net Available Cash from such Asset Disposition is applied: (i) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (A) to prepay, repay or purchase any Indebtedness of a Non-Guarantor (in each case, other than Indebtedness owed to the Company or any Restricted Subsidiary) or any Secured Indebtedness (or any Refinancing Indebtedness in respect thereof), in each case, other than Subordinated Indebtedness or Disqualified Stock, within 450 days from the later of (a) the date of such Asset Disposition and (b) the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (B) to prepay, repay or purchase Pari Passu Indebtedness; or (C) to make an Asset Disposition Offer; and (ii) to the extent the Company or any Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary equal to the amount of Net Available Cash received by the Company or another Restricted Subsidiary) within 450 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Available Cash from the date of such commitment with the good faith expectation that an amount equal to Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event of any Acceptable Commitment is later cancelled or terminated for any reason before such amount is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such amount is applied, then such Net Available Cash shall constitute Excess Proceeds; provided that, (1) pending the final application of the amount of any such Net Available Cash in accordance with clause (i) or (ii) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture; and (2) the Company (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to receiving the Net Available Cash attributable to any given Asset Disposition (provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant Asset Disposition, execution of a definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant to and in accordance with clause (ii) above with respect to such Asset Disposition. The amount of any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. On the 451st day after the later of (x) an Asset Disposition or (y) the receipt of such Net Available Cash, or earlier if the Company elects, if the aggregate amount of Excess Proceeds under this Indenture exceeds $50 million aggregate amount in a single transaction or series of related transactions, the Company will within ten (10) Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent the Company elects (or is otherwise required), to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case plus accrued and unpaid interest to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Company will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, the Paying Agent and each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. The Company may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Disposition by making an Asset Disposition Offer with respect to all Net Available Cash prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to any unapplied Excess Proceeds. (b) To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds (“Declined Excess Proceeds”), the Company may use any remaining Declined Excess Proceeds for any purpose not prohibited in this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Company shall allocate the Excess Proceeds among the Notes and Pari Passu Indebtedness to be purchased by lot on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness; provided that no Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. Additionally, the Company may, at its option, make an Asset Disposition Offer using proceeds from any Asset Disposition at any time after the consummation of such Asset Disposition. Upon consummation or expiration of any Asset Disposition Offer, any remaining Net Available Cash shall not be deemed Excess Proceeds and the Company may use such Net Available Cash for any purpose not prohibited by this Indenture. To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in Dollars that is actually received by the Company upon converting such portion into Dollars. (c) Notwithstanding any other provisions of this Section 3.5, (i) to the extent that any of or all the Net Available Cash of any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this Section 3.5, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law documents or agreements will not permit repatriation to the United States (the Company hereby agreeing to use reasonable efforts (as determined in the Company’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriation will be promptly effected and the amount of such repatriated Net Available Cash will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) (whether or not repatriation actually occurs) in compliance with this Section 3.5; and (ii) to the extent that the Company has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Company, any Restricted Subsidiary, or any of their respective affiliates and/or equity owners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Available Cash so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. (d) For the purposes of Section 3.5(a)(2) hereof, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness or other liabilities, contingent or otherwise of the Company or a Restricted Subsidiary (other than Subordinated Indebtedness of the Company or a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (3) consideration consisting of Indebtedness of the Company (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and (4) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 3.5 that is at that time outstanding, not to exceed the greater of $132.5 million and 15% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (e) To the extent that the provisions of any securities laws, rules or regulations, including Rule 14e-1 under the Exchange Act, conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws, rules and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (f) The provisions of this Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of an Asset Disposition may be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of such Notes then outstanding.