Pledging of Shares Sample Clauses

The Pledging of Shares clause establishes the terms under which a shareholder may use their shares as collateral for a loan or other financial obligation. Typically, this clause outlines the conditions that must be met before shares can be pledged, such as obtaining prior written consent from the company or other shareholders, and may specify any restrictions on the transfer or encumbrance of the pledged shares. Its core practical function is to protect the interests of the company and other shareholders by ensuring that any pledge of shares does not compromise control or ownership structure without proper oversight.
Pledging of Shares. The Shareholders may pledge any portion of their Shares ("Pledged Shares") to secure the loans ("Loans") and such Pledged Shares shall not be subject to the restrictions contained herein provided that any such Shareholder delivers to the Voting Trustee a duly executed Shareholder Proxy with respect to such Shares. Upon the repayment of such Loans and the cancellation of such pledge, the Pledged Shares shall again be subject to the terms of this Agreement and the restrictions contained herein. In connection with the pledging of Shares, the owners of the Voting Trust Certificates shall surrender their Voting Trust Certificates to the Voting Trustee or, upon the Voting Trustee's death or disability, the Secretary of the Company, who shall deliver to the Company the certificates representing the Pledged Shares, and the Secretary of the Company shall issue or cause to be issued certificates representing the Pledged Shares to the appropriate respective owners of the Voting Trust Certificates to be delivered to such owners upon surrender of their respective Voting Trust Certificates. Upon repayment of the Loans and the cancellation of such pledge and the return of the Pledged Shares to the Shareholder, such Shareholder shall immediately deliver the Pledged Shares to the Voting Trustee in accordance with Section 1 of this Agreement. The Voting Trustee or upon the Voting Trustee's death or disability, the Secretary shall have the power to take or cause to be taken such further and other action as he may deem necessary or desirable to conclude promptly the duties imposed upon him in this Section; provided however, he shall have no authority to exercise any voting rights of the Shares.
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Pledging of Shares. If required by a lender as a condition to the securing of financing for the Corporation's acquisition of a television station, or construction thereof or working capital therefor, Whit▇▇▇▇▇ ▇▇▇ll, at the request of the Corporation, pledge the Common Stock owned by Whit▇▇▇▇▇ ▇▇ security for such financing. The parties hereby acknowledge that the Common Stock owned by Silver King may be pledged to Chemical Bank as security for loans made to affiliates of Silver King.
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Pledging of Shares. The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Securities may be pledged by the Investor in connection with a bona fide margin agreement, provided such pledge shall be (i) pursuant to an available exemption from the registration requirements of the 1933 Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the 1933 Act at the time of such pledge, and the Investor effecting a pledge of Securities shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement, upon the prior written request of the Investor, with an acknowledgment that the Securities are not subject to a contractual prohibition on pledging or lock up pursuant to this Agreement, the form of such acknowledgment to be subject to review and comment by the Company in all respects.
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Pledging of Shares. Where directors of investee companies pledge a significant amount of their shareholding, ▇▇▇▇▇▇ ▇▇▇▇▇ will generally seek to engage with management to discourage this practice.
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Related to Pledging of Shares

  • Legending of Shares If so requested by Parent, Stockholder agrees that the Shares shall bear a legend stating that they are subject to this Agreement.

  • Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

  • Legending of Subject Securities 9.1 The Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Securities will bear a legend in substantially the following form: “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.” 9.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement. 9.3 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.

  • Listing of Shares The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the ADSs, and Ordinary Shares on each Trading Market on which each is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and/or ADSs on such Trading Markets and promptly secure the listing of all of the ADSs and Shares on such Trading Markets. The Company further agrees, if the Company applies to have the Ordinary Shares or ADSs traded on any other Trading Market, it will then include in such application all of the ADSs, Shares, and will take such other action as is necessary to cause all of the ADSs, Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its ADSs and Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use commercially reasonable efforts to maintain the eligibility of the ADSs for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

  • OFFERING OF SHARES (a) NLD shall have the right to buy from the Funds the Shares needed to fill unconditional orders for Shares of the Funds placed with NLD by investors or selected dealers or selected agents (each as defined in Section 12 hereof) acting as agent for their customers’ or on their own behalf. Alternatively, NLD may act as the Funds’ agent, to offer, and to solicit offers to subscribe to, Shares of the Funds. (b) The price that NLD shall pay for Shares purchased from the Funds shall be the NAV used in determining the Public Offering Price on which the orders are based. Shares purchased by NLD are to be resold by NLD to investors at the respective Public Offering Price(s), or to selected dealers or selected agents acting in accordance with the terms of selected dealer or selected agent agreements described in Section 12 of this Agreement. The Funds will advise NLD of the NAV(s) each time that it is determined by the Funds, or its designated agent, and at such other times as NLD may reasonably request. (c) NLD will promptly forward all orders and subscriptions to the Funds or its designated agent. All orders and all subscriptions shall be directed to the Funds for acceptance and shall not be binding until accepted by the Funds. Any order or subscription may be rejected by the Funds; provided, however, that the Funds will not arbitrarily or without reasonable cause refuse to accept or confirm orders or subscriptions for the purchase of Shares. The Funds or its designated agent will confirm orders and subscriptions upon their receipt, will make appropriate book entries and, upon receipt by the Funds or its designated agent of payment therefore, will issue such Shares in uncertificated form pursuant to the instructions of NLD. NLD agrees to cause such payment and such instructions to be delivered promptly to the Funds or its designated agent. (d) The Funds reserve the right to suspend the offering of Shares of the Funds at any time in the absolute discretion of the Board, and upon notice of such suspension NLD shall cease to offer Shares of the Funds specified in the notice. (e) No Shares shall be offered by either NLD or the Funds under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Funds if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act, or if and so long as a current Prospectus, as required by Section 10(b) of the Securities Act, as amended, is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way limit the Funds’ obligation to repurchase Shares from any shareholder in accordance with the provisions of the Fund's Organizational Documents or the Prospectus applicable to the Shares.