Security Shares Clause Samples
The 'Security Shares' clause defines the allocation or reservation of a specific number of shares as collateral or security for an obligation within an agreement. Typically, this clause outlines how these shares are held, who controls them, and under what conditions they may be transferred or released, such as in the event of a default or fulfillment of certain obligations. By establishing clear terms for the use of shares as security, this clause helps protect the interests of the party receiving the security and ensures that there is a tangible asset available to satisfy claims if necessary.
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Security Shares. (a) Each Chargor is and will remain the sole beneficial owner of its Security Shares and, save where such Security Shares have been registered in the name of Burdale or its nominee pursuant to this Deed and/or its nominee, is and will remain the absolute legal owner of such Security Shares.
(b) No Chargor will take any action whereby the rights attaching to the Security Shares are altered or diluted.
(c) The Group Shares are fully paid and non-assessable and neither the Group Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.
Security Shares. (i) It is and will (save as otherwise permitted by the Facility Agreement) remain the sole beneficial owner of the Security Shares and save where the Security Shares have been registered in the name of the Security Agent or its nominee pursuant hereto, it and/or its nominee is and will (save as otherwise permitted by the Facility Agreement) remain the absolute legal owner of the Security Shares.
(ii) The Share Mortgages constitute first priority security interests over the Security Shares which are not subject to any prior or pari passu Encumbrances.
(iii) It will not take any action whereby the rights attaching to the Security Shares are altered or diluted.
(iv) The Group Shares are fully paid and non-assessable and neither the Group Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.
Security Shares. The Company agrees to deposit with the escrow agent under the Escrow Agreement that number of shares of its common stock equal to four (4) times the number of shares necessary to convert the Note on the date hereof. The Company further agrees to replenish the shares of its common stock held in escrow at the request of the Purchaser so that the number of shares is always equal to at least two (2) times the number of shares necessary to convert the Note.
Security Shares. 6.1 The value of the Security Shares for the purposes of complying with Article 307.1 of the Kazakhstan Civil Code as of the date hereof is agreed to be US$40,000,000 provided that such valuation shall not limit the liability of the Pledgor under this Pledge Agreement or be binding on the Parties for any other purpose.
Security Shares. (a) The Company is and will remain the sole beneficial owner of the Security Shares and, save where the Security Shares have been registered in the name of Burdale or its nominee pursuant to this Deed and/or its nominee, is and will remain the absolute legal owner of the Security Shares.
(b) The Company will not take any action whereby the rights attaching to the Security Shares are altered or diluted.
(c) The Group Shares are fully paid and non-assessable and neither the Group Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.
Security Shares. CORVEX MANAGEMENT LP Common Stock 2,018,889
Security Shares. 4 7 Rights and Duties of Pledgor . . . . . . . . . . . . . . . . . . 4 8 Grounds for Realization of Security Shares . . . . . . . . . . . 5
Security Shares. As a condition of Closing, the Company will deliver to the Purchaser Common Shares of the Company owned by Yi-Biao Chen, together with appropriate stock powers, as more fully set f▇▇▇▇ ▇▇ ▇ Security Agreement. Collectively, the foregoing stock is referred to as "Security Shares." The Company will also execute all such documents reasonably necessary to memorialize and further protect the security interest described above.
Security Shares. (a) Each Chargor shall forthwith deposit with Burdale or as Burdale may direct all bearer instruments, share certificates and other documents of title or evidence of ownership in relation to such Group Shares as are owned by it or in which it has or acquires an interest and their Related Rights and shall execute and deliver to Burdale all such share transfers and other documents as may be requested by Burdale in order to enable Burdale or its nominees to be registered as the owner or otherwise to obtain a legal title to the same and, without limiting the generality of the foregoing, shall deliver to Burdale on today's date executed (and, if required to be stamped, pre-stamped) share transfers for all Group Shares in favour of Burdale and/or its nominee(s) as transferees or, if Burdale so directs, with the transferee left blank and shall procure that all such share transfers are at the request of Burdale forthwith registered by the relevant company and that share certificates in the name of Burdale and/or such nominee(s) in respect of all Group Shares are forthwith delivered to Burdale.
(b) Each Chargor shall provide Burdale with certified copies of all resolutions and authorisations approving the execution of such transfer forms and registration of such transfers as Burdale may reasonably require.
(c) Burdale and its nominee may at any time whilst an Event of Default is continuing exercise or refrain from exercising (in the name of each Chargor, the registered holder or otherwise and without any further consent or authority from each Chargor and irrespective of any direction given by any Chargor) in respect of the Security Shares any voting rights and any powers or rights under the terms of the Security Shares or otherwise which may be exercised by the person or persons in whose name or names the Security Shares are registered or who is the holder thereof, including, without limitation, all the powers given to trustees by Section 10(3) and (4) of the Trustee ▇▇▇ ▇▇▇▇ as amended by Section 9 of the Trustee Investments Act 1961 in respect of securities or property subject to a trust PROVIDED THAT in the absence of notice from Burdale each Chargor may and shall continue to exercise any and all voting rights with respect to the Group Shares subject always to the terms of this Deed. No Chargor shall without the previous consent in writing of Burdale exercise the voting rights attached to any of the Group Shares in favour of resolutions having the effect of chan...
Security Shares. 4.1 Until receipt of the amendment to the LC as indicated in Section 3.1 above, the MRV Shares held by Argom Trustees (1992) Ltd ("Argom") shall secure payment of the Shortfall to Elbit. These MRV Shares shall be held by Argom as Trustee on behalf of Buyer and Elbit and shall be released to Elbit upon notification by Elbit to Argom, no earlier than May 31, 1997, that it has incurred a Shortfall. The parties will promptly instruct Argom accordingly.
4.2 Upon receipt of the amendment to the LC as indicated in Section 3.1 above, Elbit shall instruct Argom to immediately return the 137,305 shares given to Elbit as security by MRV according to Section 2(g) of the Purchase Agreement. Any rights or demands available to Elbit from MRV with respect to these security shares as described in the Purchase Agreement are waived in favor of the rights given to Elbit by MRV with respect to the LC described in Section 3 and Section 4.1 of this First Amendment. 3