Additional Pledged Shares. The Pledgor and the Agent agree that on the last business day of each calendar quarter (or more frequently if requested by the Agent), the "Market Value" (as defined below) of the Pledged Stock will be calculated and if, at the time of such calculation, the Market Value of the Pledged Stock is less than an amount equal to 1.33333 multiplied by the Provisional Loan Commitment, then within three (3) Business Days the Pledgor will deliver to the Agent an executed Pledge Supplement together with additional ACS Class A Common Stock (together with Powers with respect thereto) having a Market Value such that when added when added to the Market Value of the previously Pledged Stock is equal to or greater than 1.33333 multiplied by the Provisional Loan Commitment. "Market Value" for the Pledged Stock shall be equal to the average closing price over the five (5) trading days immediately preceding the applicable date of any calculation for such stock on the New York Stock Exchange.
Additional Pledged Shares. (a) The Pledgor agrees that if, at any time, the Market Value (as defined below) of the Pledged Shares is less than the Top-up Threshold, the Pledgor shall upon five (5) business days written notice of such an event (a “Triggering Event”) from the Collateral Agent in the form set forth in Schedule I attached hereto, pledge and perfect a first priority security interest in, in favor of the Collateral Agent on behalf of the Finance Parties, such additional shares of CSR (“Additional Pledged Shares”), and to the extent such additional shares of are not sufficient, cash (“Pledged Cash”), as may be necessary such that the Market Value of the Pledged Collateral is increased to the Target Collateral Level. The Pledgor shall perfect a first priority security interest in such Pledged Cash by placing the Pledged Cash into a cash collateral account maintained by the Collateral Agent over which the Pledgor shall not have any right of withdrawal. For the avoidance of doubt, the Pledged Shares are not part of the Additional Pledged Shares. For purposes of this Section 14 and Section 15, the following definitions shall apply:
Additional Pledged Shares. Borrower will cause the Guarantor to execute, deliver and record amendments or supplements to its Pledge Agreement or other similar agreements to effect a pledge to Administrative Agent for the benefit of the Lenders of all of the Guarantor's now owned or hereafter acquired capital stock of Borrower and at any time upon Administrative Agent's request and in form and substance reasonably satisfactory to Administrative Agent, any financing or continuation statements.
Additional Pledged Shares. The Pledge Agreement contemplates that, under certain circumstances, Borrower may provide additional, or substituted, Collateral as security for the Obligation. Without the prior written or oral approval of (i) Lenders whose aggregate Pro Rata Parts equal at least 67% of the Commitment, for Collateral in the categories described in Section 6.B. clauses i, ii, iii, and iv of the Pledge Agreement, and (ii) all Lenders, for Collateral in the category described in Section 6.B. clause v of the Pledge Agreement, Agent shall not approve as satisfactory additional or substitute Collateral, unless such Collateral consists of shares of common stock of the same series and issue as the Collateral. This paragraph (e) shall not prevent Borrower's pledge, or Agent's acceptance, of shares of Permitted Classes. Each Lender authorizes and directs Agent, without further consent or request of Lenders, to take such actions (including release of Collateral) as may reasonably be required to tender Pledged Shares in compliance with Section 6.D.ii of the Pledge Agreement.
Additional Pledged Shares. Pursuant to Section 5.11 of the Credit Agreement, the Pledgor is required to enter into this Agreement and to pledge all of the Capital Stock, now owned or hereafter acquired, by the Pledgor of any Subsidiary Pledgee, including any Subsidiary Pledgee that was not in existence on the date of the Credit Agreement upon the acquisition or formation of any such Subsidiary Pledgee. If the Pledgor at any time after the date becomes the owner of any additional Capital Stock of any Subsidiary Pledgee, by acquisition or otherwise, such additional Capital Stock shall constitute "Additional Pledged Shares" for purposes of this Agreement, subject to all of the terms and conditions hereof, and the Pledgor shall promptly execute and deliver to the Collateral Agent a supplemental schedule in the form of Schedule II to this Agreement describing such Additional Pledged Shares in the same manner as the Initial Pledged Shares are described in Schedule I.
Additional Pledged Shares. With respect to Affiliates incorporated or doing business in the United States of America owned or controlled 75% or more by the Stockholder or any Borrower: (a) having annual sales of more than $1,000,000; (b) whose business is substantially the same or a similar line of business as that carried out by any Borrower; and (c) whose marketplace served is substantially the same or a similar marketplace served by any Borrower, immediately deliver to the Agent the following:
(a) a pledge to the Agent of the shares of stock of such Affiliate owned by the Stockholder by executing an amendment to the Stockholder's Pledge Agreement adding such shares as "Pledged Shares" thereunder, together with certificate(s) representing such additional "Pledged Shares" accompanied by undated stock powers executed in blank;
(b) an opinion of counsel to the Stockholder, addressed to the Agent, in form and substance satisfactory to the Agent, as to such matters as the Agent may require, including, without limitation, the creation and perfection of the Agent's security interests; and
(c) such other approvals, opinions or documents as the Agent may reasonably request.
Additional Pledged Shares. The Borrower will, and will cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to, to pledge and deliver, or cause to be pledged and delivered, all of the Capital Stock of each new Subsidiary (including the Capital Stock of Excluded Subsidiaries and any Insurance Subsidiary, but excluding that portion of the Voting Stock of any Foreign Subsidiary which would be in excess of 65% of the total outstanding Voting Stock of such Foreign Subsidiary) established, created or acquired after the Closing Date, to the extent owned by the Borrower or any Domestic Subsidiary (other than an Excluded Subsidiary), to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to the Security Agreement.
Additional Pledged Shares. In addition to the Pledged Shares, Pledgor also pledges hereunder as additional collateral security for the payment and performance in full when due by Pledgor of the Obligations (as defined below), any and all additional or other securities, rights or property to which a registered owner of the Pledged Shares may become entitled by reason of such ownership, including, without limitation, subscription rights, securities issued on or with respect to the Pledged Shares in connection with any recapitalization or other change in the capital structure of the Company, whether by merger, consolidation, sale of assets, exchange of stock or any other manner whatsoever.
Additional Pledged Shares. If the amount set aside in the GBB Escrow Fund is less than the maximum of $350,000 on the earlier of (i) the date of the final closing of the Company's offering of up to $1,500,000 of debentures and warrants, or (ii) March 30, 2006, (the "Additional Pledge Date") then the Company shall pledge additional shares (the "Additional Pledged Shares"). The number of Additional Pledged Shares shall be equal to such number of shares that have a fair market value (as determined by the average of the five closing bid prices of the Common Stock immediately preceding the Additional Pledge Date) equal to five (5) times the difference between the amount set aside in the GBB Escrow Fund and $350,000. The Additional Pledged Shares shall be governed by a pledged and escrow agreement to be executed by the parties hereto substantially in the form of the Pledge and Escrow Agreement.
Additional Pledged Shares. The Pledgor hereby represents and warrants that Exhibit A attached hereto contains the exclusive list of subsidiaries of the Pledgor. If the Pledgor at any time after the date hereof becomes the owner of any additional Capital Stock of any entity, by acquisition or otherwise, such additional Capital Stock shall constitute “Additional Pledged Shares” for purposes of this Agreement, subject to all of the terms and conditions hereof, and the Pledgor shall promptly execute and deliver to the Lender a supplemental schedule in the form of Schedule II to this Agreement describing such Additional Pledged Shares in the same manner as the Initial Pledged Shares are described in Schedule I.
