The Pledge and Security Interest. (a) In order to secure the full and punctual payment of all amounts payable pursuant to, and the full and punctual performance of all other obligations of the Grantor under, the Notes and this Agreement (including without limitation any obligation which accrues or arises after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Grantor) (the "Secured Obligations"), in accordance with the terms thereof, effective at the Merger Time the Grantor hereby assigns and pledges to the Secured Parties, and hereby grants to the Secured Parties a security interest (the "Security Interest") in, all of the Grantor's right, title and interest in and to the following (the "Collateral"): (i) 500 shares of common stock of the Subsidiary and all of the Grantor's rights and privileges with respect to such stock (the "Pledged Stock"), which shares represent fifty percent (50%) of the issued and outstanding capital stock of the Subsidiary; and (ii) all direct and indirect proceeds (as defined in the Uniform Commercial Code as in effect in New York State (the "UCC")) of the Pledged Stock, and also all dividends and other payments and distributions with respect thereto, all other profits, rentals and receipts with respect thereto, and all payments, rights and property, in whatever form, arising from the disposition in whole or in part of the Pledged Stock or any option or other interest therein, except to the extent such amount are properly paid to the Acquiror pursuant to Section 5(a) hereof (the "Proceeds"). (b) The Collateral is granted as security only, and the Secured Parties shall not have any obligation or liability with respect to the Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or duties of the Grantor related to any of the Collateral.
Appears in 1 contract
Sources: Merger Agreement (Ratexchange Corp)
The Pledge and Security Interest. (a) 1.1 In order to secure the full prompt and punctual unconditional payment of all amounts payable pursuant to, and the full and punctual performance of all other obligations of the Grantor underSecured Obligations (as herein defined), the Notes Debtor and this Agreement each of its Subsidiaries hereby:
(including without limitation any obligation which accrues or arises after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Grantora) (the "Secured Obligations"), in accordance with the terms thereof, effective at the Merger Time the Grantor hereby assigns and pledges to the Secured Parties, and hereby grants to the Secured Parties Party a lien and a first priority security interest (the "Security Interest") in, and mortgages, assigns, transfers, delivers, pledges, sets over and confirms to the Secured Party all of the GrantorDebtor's and each such Subsidiary's right, title, interest (including all power of the Debtor and each such Subsidiary, if any, to pass greater title than it has itself), remedies, powers and interest privileges, of every kind and character now owned or hereafter acquired, created or arising in and to the following (all of the property referred to in this Section 1.1(a) and in Section 1.1(b) is hereinafter collectively called the "Collateral"):
(i) 500 all shares of common capital stock or other equivalents of the Subsidiary and all Subsidiaries of the Grantor's rights Debtor owned by the Debtor, as set forth on Exhibit A hereto, and privileges with respect to any shares of capital stock or other equity interest of any Subsidiary obtained in the future by the Debtor and the certificates representing all such stock shares or equity interest (the "Pledged StockSubsidiaries Shares"), which shares represent fifty percent (50%) of the issued and outstanding capital stock of the Subsidiary; and.
(ii) all direct other debt or equity interests of the Debtor in its Subsidiaries listed on Exhibit A hereto, presently owned or from time to time acquired by the Debtor in any manner, and indirect proceeds all dividends, distributions, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such debt or equity interests referred to in clause (as defined i) above;
(iii) all equipment now owned or hereafter acquired either by the Debtor or by its Subsidiaries, in all of its forms, located in the Uniform Commercial Code United States on all properties now or hereafter owned or leased by the Debtor or any of the Subsidiaries, a list of properties currently owned or leased by the Debtor or the Subsidiaries is attached hereto as Exhibit C, including, without limitation, all machinery and other goods, furniture, fixtures, furnishings, office supplies, appliances and all other similar types of tangible personal property of whatever nature (whether or not the same constitute fixtures) and all parts thereof and all accessions thereto, together with all parts, fittings, special tools, alterations, substitutions, replacements and accessions thereto.
(iv) all receivables, accounts, contracts, contract rights, chattel paper, documents, instruments and general intangibles (not otherwise specifically described herein) of the Debtor and each Subsidiary, whether or not arising out of or in effect connection with the sale or lease of goods or the rendering of services, and all rights of the Debtor and each Subsidiary now or hereafter existing in New York State and to all security agreements, guaranties and other contracts securing or otherwise relating to any such receivables, contracts, contract rights, chattel paper, documents, instruments and general intangibles, (any and all such receivables, contracts, contract rights, chattel paper, documents and instruments being the "Receivables", and any and all such security agreements, guaranties and other contracts being the "Related Contracts").
(v) all claims, awards and payments made as a result of the exercise of the right of eminent domain or condemnation against the property or any part thereof (the "UCCProperty") subject to any of the leases now or hereafter entered into by the Debtor or any of the Subsidiaries (the "Leases")) , a list of the Pledged StockLeases now held by Debtor and its Subsidiaries is set forth on Exhibit B hereto, and also all dividends and other or payments and distributions with respect theretoreceived in lieu of the exercise of any such right, all other profitsrents, rentals and receipts income or profits arising as from or in connection with respect theretoany of the Leases, all compensation received as damages for injury to the Property, all proceeds from insurance on improvements to the Property, and all paymentsproceeds of any sale, rights and property, in whatever form, arising from the disposition in whole assignment or in part subletting of any of the Pledged Stock or any option or other interest thereinLeases (collectively, except to the extent such amount are properly paid to the Acquiror pursuant to Section 5(a) hereof (the "Lease Proceeds").
(bvi) The Collateral is granted as security onlyall products and proceeds of any of the foregoing including, and without limitation, proceeds which constitute property of the Secured Parties shall not have types described in clauses (i) through (v) above, proceeds deposited from time to time in any obligation lock boxes of the Debtor or liability with respect any Subsidiary and, to the Collateral extent not otherwise included, all payments under insurance, or any indemnity, warranty or guaranty, payable by reason of this Agreement, nor shall any Secured Party be obligated loss or damage to perform any of the obligations or duties of the Grantor related otherwise with respect to any of the foregoing, and all accessions, appurtenances and additions to and substitutions for any of the foregoing and all renewals and replacements of any of the foregoing, and all accounts, receivables, account receivables, instruments, notes, chattel paper, documents (including all documents of title), books, records, contract rights and general intangibles arising in connection with any of the foregoing.
(A) all U.S. and foreign copyrights, whether statutory or common law, registered or unregistered, now or hereafter in force throughout the world including, without limitation copyrights registered in the United States Copyright Office or anywhere else in the world, applications for registration thereof, whether pending or in preparation for filing (all of the foregoing items in this clause (A) being collectively called a "Copyright"), mask works, and computer software and databases; (B) all Copyright licenses; (C) all extensions or renewals of any of the items described in clauses (A) and (B); (D) all proceeds of, and rights associated with, the foregoing, including without limitation royalties, income, payments, claims, damages and proceeds of suit; and (E) the right (but not obligation) to ▇▇▇ in the name of the Debtor or any Subsidiary for any past, present or future infringement of any Copyright, and all rights (but not obligations) corresponding thereto in the United States and any foreign country.
(viii) (A) all U.S. and foreign patents, registered designs, whether or not registered, and other trade secrets, research and development, formulae, know-how, proprietary and intellectual property rights and information, including all grants, registrations and applications relating thereto, which are presently, or in the future may be, owned, issued, acquired, or used (whether pursuant to a license or otherwise) by the Debtor or any Subsidiary, in whole or in part, and all patent rights with respect thereto throughout the world (all of the foregoing items in this clause (A) being collectively called a "Patent"); (B) all of the Debtor's and each Subsidiary's right, title, and interest in all patentable inventions, and to file applications for Patents under federal law or the law or regulation of any foreign country, and to request reexamination and/or reissue of any U.S. or foreign patents, and to extend such patents and patent rights; (C) all proceeds of, and rights associated with, the foregoing, including without limitation royalties, income, payments, claims, damages and proceeds of infringement suits; and (D) the right (but not obligation) to ▇▇▇ or bring interference proceedings in the name of the Debtor or any Subsidiary for past, present or future infringement of the Patents, and all rights (but not obligations) corresponding thereto in the United States and any foreign country.
(b) grants to the Secured Party a lien and a first priority security interest in, and mortgages and pledges to the Secured Party all of the Debtor's and each Subsidiary's right, title, interest (including all power of the Debtor and each such Subsidiary, if any, to pass greater title than it has itself), remedies, powers and privileges, of every kind and character now owned or hereafter acquired, created or arising in and to the following: (A) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, certification marks, collective marks, logos, other source of business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of a like nature, now existing anywhere in the world or hereafter adopted or acquired, whether currently in use or not, all registrations and recordings thereof and all applications in connection therewith, whether pending or in preparation for filing (all of the foregoing items in this clause (A) being collectively called a "Trademark"); (B) all Trademark licenses; (C) all reissues, extensions or renewals of any of the items described in clauses (A) and (B); (E) all proceeds of, and rights associated with, the foregoing, including without limitation royalties, income, payments, claims, damages and proceeds of infringement suits; and (F) the right (but not obligation) to ▇▇▇ or bring cancellation or opposition proceedings in the name of the Debtor or any Subsidiary for any past, present or future infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill associated with the use of any such Trademark or for breach or enforcement of any Trademark license or protection of any Trademark, and all rights (but not obligations) corresponding thereto in the United States and any foreign country.
1.2 It is understood that, subject to Permitted Encumbrances (as hereinafter defined) the security interest hereby granted by the Debtor and the Subsidiaries to the Secured Party with respect to Collateral described in Section 1.1 (a) and (b) hereof shall constitute a first priority security interest in such Collateral., subject, however, to the provisions of Section 1.3
Appears in 1 contract
Sources: Security Agreement (Ge Investment Private Placement Partners Ii LTD Partnership)
The Pledge and Security Interest. As collateral security for the prompt payment in full when due (awhether at stated maturity, by acceleration or otherwise) In order to secure the full and punctual payment of all amounts payable pursuant to, and the full and punctual performance of all other obligations of the Grantor underSecured Obligations, the Notes Parent Guarantor hereby pledges, grants, assigns, transfers, convoys and this Agreement (including without limitation any obligation which accrues or arises after the commencement of any case, proceeding or other action relating sets over to the bankruptcy, insolvency or reorganization of the Grantor) (the "Secured Obligations"), in accordance with the terms thereof, effective at the Merger Time the Grantor hereby assigns and pledges to the Secured Parties, and hereby grants to the Secured Parties Lender a security interest (the "Security Interest") in, in all of the GrantorParent Guarantor's right, title and interest in and to the following property, whether now owned by the Parent Guarantor or hereafter acquired and whether now existing or hereafter coming into existence (the all being collectively referred to herein as "Collateral"):
(ia) 500 all shares of common capital stock of whatever class of Vitelco, now or hereafter owned by such Guarantor, together with the Subsidiary and all of certificates evidencing the Grantor's rights and privileges with respect to such same, accompanied by undated stock powers duly executed in blank (the "Parent Guarantor Pledged Stock");
(b) all shares, which shares represent fifty percent (50%) securities, moneys or property representing a dividend on any of the Parent Guarantor Pledged Stock, other than a dividend payable in cash and permitted by the Loan Agreement, or representing a distribution or return of capital upon or in respect of the Parent Guarantor Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Parent Guarantor Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued and outstanding to the holders of, or otherwise in respect of, the Parent Guarantor Pledged Stock;
(c) without affecting any provision prohibiting such action hereunder or under the Loan Agreement, in the event of any consolidation or merger in which Vitelco is not the surviving corporation, all shares of each class of the capital stock of the Subsidiarysuccessor corporation formed by or resulting from such consolidation or merger distributed in respect of the Parent Guarantor Pledged Stock;
(d) any payment due or to become due under the Management Advisory Contract dated as of June 24, 1987 (the "Advisory Agreement") between the Parent Guarantor and Vitelco; and
(iie) all direct proceeds of and indirect proceeds (as defined in the Uniform Commercial Code as in effect in New York State (the "UCC")) of the Pledged Stock, and also all dividends and other payments and distributions with respect thereto, all other profits, rentals and receipts with respect thereto, and all payments, rights and property, in whatever form, arising from the disposition in whole or in part of the Pledged Stock or any option or other interest therein, except to the extent such amount are properly paid to the Acquiror pursuant to Section 5(a) hereof (the "Proceeds").
(b) The Collateral is granted as security only, and the Secured Parties shall not have any obligation or liability with respect to the Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or duties of the Grantor related to any of the Collateralproperty described in clauses (a) through (d) above in this Section 4 and, to the extent related to any property described in said clauses or above in this clause (e), all books, correspondence, credit files, records, invoices and other papers.
Appears in 1 contract
Sources: Guarantee and Pledge Agreement (Emerging Communications Inc)
The Pledge and Security Interest. (a) In order to secure the full and punctual payment of all amounts payable pursuant to, and the full and punctual performance of all other obligations of the Grantor Grantors under, the Notes Merger Agreement and this Agreement (including without limitation any obligation which accrues or arises after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the any Grantor) (the "Secured Obligations"), in accordance with the terms thereof, effective at the Merger Time the each Grantor hereby assigns and pledges to the Secured PartiesParty, and hereby grants to the Secured Parties Party a security interest (the "Security Interest") in, all of the such Grantor's right, title and interest in and to the following (the "Collateral"):
(i) 500 the number of shares of common preferred stock of the Subsidiary Secured Party set forth under such Grantor's name on the signature pages of this Agreement, any other capital stock required to be pledged to the Secured Party by subsection (b), and all of the such Grantor's rights and privileges with respect to such stock (the "Pledged Stock"), which shares represent fifty percent (50%) of the issued and outstanding capital stock of the Subsidiary; and
(ii) all direct and indirect proceeds (as defined in the Uniform Commercial Code as in effect in New York State (the "UCC")) of the Pledged Stock, and also all dividends and other payments and distributions with respect thereto, all other profits, rentals and receipts with respect thereto, and all payments, rights and property, in whatever form, arising from the disposition in whole or in part of the Pledged Stock or any option or other interest therein, except other than the regular six percent stock dividend provided for pursuant to the extent such amount are properly paid to rights and preferences of the Acquiror pursuant to Section 5(a) hereof Pledged Stock (the "Proceeds").
(b) If the Secured Party at any time issues to any Grantor any shares of capital stock of any class or series as a dividend on (or in substitution for) the Pledged Stock, other than the regular six percent stock dividend provided for pursuant to the rights and preferences of the Pledged Stock, such Grantor shall immediately pledge and deposit with the Secured Party certificates representing all such shares as additional security for the Secured Obligations, as described in Section 3(a). All such shares constitute "Pledged Stock" and are subject to all provisions of this Agreement.
(c) The Collateral is granted as security only, and except as expressly set forth herein the Secured Parties Party shall not have any obligation or liability with respect to the Collateral by reason of this Agreement, nor shall any the Secured Party be obligated to perform any of the obligations or duties of the Grantor Grantors related to any of the Collateral.
Appears in 1 contract
Sources: Merger Agreement (Ratexchange Corp)