Additional Stock Pledges Sample Clauses

POPULAR SAMPLE Copied 1 times
Additional Stock Pledges. (a) The Company will, and will cause each of its Domestic Subsidiaries to, pledge to the Collateral Agent 100% of the issued and outstanding Stock and Stock Equivalents (other than directors’ qualifying shares) of each Domestic Subsidiary and Domestic Non-Recourse Subsidiary of the Company which has not previously been pledged hereunder. Such pledge shall be granted pursuant to duly executed joinders and amendments to the Pledge and Security Agreement and, if applicable, the other Security Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (b) The Company will, and will cause each of the Subsidiary Guarantors to, pledge to the Collateral Agent 66% (rounded downward to eliminate any fraction of a share) of the issued and outstanding shares of each class of Stock and Stock Equivalents entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) (“Voting Stock”) and 100% of the issued and outstanding shares of each class of Stock and Stock Equivalents not entitled to vote (within the meaning of such regulation) (“Non-Voting Stock”) of each first-tier Foreign Subsidiary and first-tier Foreign Non-Recourse Subsidiary of the Company or such Subsidiary Guarantor which (in each case) is owned of record by the Company or such Subsidiary Guarantor and which has not previously been pledged hereunder; provided, however, that in no event shall the Company and the Subsidiary Guarantors pledge an aggregate amount of Voting Stock that exceeds 66% of the total outstanding Voting Stock (taken as a whole) of any first-tier Foreign Subsidiary or first-tier Foreign Non-Recourse Subsidiary of the Company or such Subsidiary Guarantor. Each such pledge shall be granted pursuant to duly executed joinders and amendments to the Pledge and Security Agreement and if applicable, the other Security Documents, in each case, as (x) the Administrative Agent deems necessary or advisable in order to effectively grant a valid, perfected and enforceable security interest in the Pledged Stock delivered thereto under the laws of the State of New York and, if such issuer of Pledged Stock is organized under the laws of the United Kingdom, Canada or Bermuda and, if requested by the Administrative Agent in its sole discretion exercised reasonably and in accordance with customary business practices for comparable financing transactions, such other jurisdiction in which the issuer of such Pledged Stock is organized to the extent su...
View SourceView Similar (17)
Additional Stock Pledges. Subject to the Intercreditor Agreement, if Parent or any of its Subsidiaries, directly or indirectly, incorporates, creates or acquires any additional Subsidiary, or otherwise acquires any capital stock, membership interests or other equity interests of any other Person, then within thirty (30) days thereafter or such longer period as the Agent may approve in its discretion, Parent or such Subsidiary, as applicable, shall, to the extent not constituting Excluded Collateral, (i) pledge the capital stock, membership interests or other equity interests of such additional Subsidiary or other Person to the Agent pursuant to the Security Agreement, (ii) execute and deliver to the Agent stock transfer powers executed in blank with signatures guaranteed as the Agent shall request, and such UCC-1 financing statements (as furnished by the Agent) in each jurisdiction in which such filing is necessary to perfect the security interest of the Agent in the Collateral with respect to Parent or such Subsidiary, and (iii) deliver such other items as reasonably requested by the Agent in connection with the foregoing, including resolutions, incumbency and officers’ certificates, opinions of counsel, search reports, control agreements and other certificates and documents.
View SourceView Similar (2)
Additional Stock Pledges. If Holdings, directly or indirectly, incorporates, creates or acquires any additional Subsidiary, or if any Minority Investment shall become a Subsidiary, then within ten (10) days thereafter, Holdings shall (i) (A) pledge the capital stock of such additional Subsidiary to the Administrative Agent pursuant to the Security Agreement, if such stock is directly owned by Holdings, or (B) if such stock is owned by a Wholly-Owned Subsidiary, cause such Wholly-Owned Subsidiary to pledge the capital stock of such additional Subsidiary to the Administrative Agent pursuant to the Security Agreement, and (ii) execute and deliver, or cause such Wholly-Owned Subsidiary to have executed and delivered, to the Administrative Agent stock transfer powers executed in blank with signatures guaranteed as the Administrative Agent shall request, such UCC-1 financing statements (as furnished by the Administrative Agent) in each jurisdiction in which such filing is necessary to perfect the security interest of the Administrative Agent in the Collateral with respect to Holdings or such Wholly-Owned Subsidiary, and (iii) deliver such other items as reasonably requested by the Administrative Agent in connection with the foregoing, including resolutions, incumbency and officers’ certificates, opinions of counsel, search reports and other certificates and documents; provided, however, that if any such additional Subsidiary is not a U.S. Subsidiary, in no event shall more than 65% of the voting capital stock (and 100% of the non-voting stock) of any such Subsidiary be required to be so pledged.
View SourceView Similar (2)
Additional Stock Pledges. To the extent permitted under applicable law, each Loan Party hereby agrees to unconditionally pledge, transfer, convey, grant and assign to the Agent the Stock of any of its Subsidiaries that is pledged to the First Lien Agent. In addition, in connection therewith, to the extent permitted under applicable law, the applicable Loan Party shall deliver the certificates representing all of the outstanding shares of each of the applicable Subsidiaries owned by it, together with undated stock powers covering each such certificate, duly executed in blank.
View SourceView Similar (2)
Additional Stock Pledges. 69 7.16 Additional Guarantee and Security Agreements.................. 70
View SourceView Similar (2)
Additional Stock Pledges. (A) THE COMPANY WILL, AND WILL CAUSE ------------------------ EACH OF ITS SUBSIDIARIES TO, PLEDGE TO THE US ADMINISTRATIVE AGENT 100% OF THE ISSUED AND OUTSTANDING CAPITAL STOCK (OTHER THAN DIRECTORS' QUALIFYING SHARES) WHICH IT OR SUCH SUBSIDIARY HOLDS OF EACH DOMESTIC SUBSIDIARY OF THE COMPANY WHICH HAS NOT PREVIOUSLY BEEN PLEDGED HEREUNDER. SUCH PLEDGE SHALL BE GRANTED PURSUANT TO AN ADDENDUM TO THE US GLOBAL GUARANTEE AND SECURITY AGREEMENT SUBSTANTIALLY IN THE FORM OF ANNEX 1 THERETO.
View Source
Additional Stock Pledges. (a) The Company will, and will cause each of its Subsidiaries to, pledge (or grant analogous security interests) to the Agent in accordance with the laws of the jurisdiction of organization or incorporation of the issuer thereof 100% of the issued and outstanding Capital Stock or other equity interests (other than directors' qualifying shares) of each Domestic Subsidiary which has not previously been pledged hereunder. Each Foreign Borrower will, to the extent permitted by applicable law, and provided no adverse tax consequences would arise as a consequence thereof, pledge to the Agent 100% of the issued and outstanding equity interests (other than directors qualifying shares) of each of their respective Subsidiaries which has not previously been pledged hereunder to secure each of their respective Loans and other Subsidiary Obligations. Each such pledge shall be granted pursuant to a Pledge Agreement substantially in the form of Exhibit C-1 or D-2, as the case may be. (b) Except as required in clause (a) above, the Company will, and will cause each of its Domestic Subsidiaries to, pledge (or grant analogous security interests) to the Agent in accordance with the laws of the jurisdiction of organization or incorporation of the issuer thereof 65% (rounded downward to eliminate any fraction of a share) of the issued and outstanding shares of each class of capital stock or other ownership interests entitled to vote 130
View Source

Related to Additional Stock Pledges

  • Pledged Stock; Stock Powers; Pledged Notes The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

  • Pledged Stock; Stock Powers The Administrative Agent shall have received the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.

  • Dividends; Rights as Stockholder Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

  • Rights to Future Stock Issuances Subject to the terms and conditions of this Section 10 and applicable securities Laws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentence. 10.1 The Company shall give notice (the “Offer Notice”) to the Investors, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.