Additional Undertakings. Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.
Appears in 3 contracts
Samples: Put Agreement, Put Agreement (Nant Health, LLC), Put Agreement
Additional Undertakings. Pledgor will not, without From and after the prior written consent Effective Date of Pledgeethis Agreement and throughout the Term:
(a) enter into any agreement amendingLicensor and Licensee shall comply, supplementing and cause their respective Affiliates and subcontractors to comply, and use commercially reasonable efforts to cause their Third Party manufacturers to comply, with all applicable Laws and all applicable current good manufacturing practices, good clinical practices, and good laboratory practices (or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relatesimilar standards) or compromising or releasing or extending the time for payment of any obligation in their conduct of the maker thereofDevelopment, provided that Manufacturing, or Commercialization, or other Exploitation of the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect;Licensed Products.
(b) take or omit Licensor shall not grant to take any action the taking or the omission of which Third Party any rights that would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral;be inconsistent with Licensee’s rights hereunder.
(c) cause Licensor shall not assign, transfer, convey or permit any change to be made in otherwise encumber its nameright, identity, corporate structure title or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) interest in the location of its place of business (orLicensed IP in a manner that conflicts with or is adverse to any rights granted to Licensee hereunder. Without limiting the foregoing, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date extent that an Existing Upstream Agreement contains any provisions that are in conflict with the provisions of this Agreement, Licensor shall use best efforts to promptly enter into an amendment with the applicable Upstream Licensor to resolve such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest conflicting provisions in favor of Pledgee in the Collateral;such Existing Upstream Agreement.
(d) permit Each Party shall notify the issuance other Party in writing immediately if such Party or its Affiliates or any Person that is performing activities on its or their behalf hereunder is debarred or is the subject of a conviction described in §335a (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereofa) or (iiib) of the Generic Drug Enforcement Act of 1992, or if any warrantsaction, optionssuit, contracts claim, investigation or other commitments entitling legal or administrative proceeding is pending or, to the best of such Party’s or its Affiliates’ knowledge, is threatened, relating to the debarment or conviction of such Party or its Affiliates or any Person to purchase performing activities on its or otherwise acquire any such interests or units; ortheir behalf hereunder.
(e) enter Licensor shall maintain each Upstream Agreement in full force and effect and shall not terminate, amend, waive or otherwise modify (or consent to any of the foregoing) its rights under any Upstream Agreement in any manner that diminishes the rights or licenses granted to Licensee or increases or generates any new obligation (including any payment obligation) under any Upstream Agreement that would apply to Licensee, without Licensee’s express written consent.
(f) If there is any notice given by an Upstream Licensor of breach of any Upstream Agreement by Licensor, Licensor shall promptly notify Licensee in writing, and shall use its best efforts to cure such breach or resolve any dispute related thereto with the Upstream Licensor in a manner that does not affect Licensee’s rights and licenses granted herein. If Licensor fails to cure such breach, Licensee shall have the right, but not the obligation, to cure such breach on behalf of Licensor and to offset any reasonable amounts incurred or paid by Licensee in connection with the cure of such breach against any amounts otherwise payable to Licensor under this Agreement. If any Upstream Agreement is terminated due to Licensor’s breach despite Licensor’s efforts to cure, Licensor shall use commercially reasonable efforts to cause Licensee to become a licensee under such Upstream Agreement in a manner that does not materially diminish the rights or licenses granted to Licensee or increase or generate any new obligation on Licensee under this Agreement or such Upstream Agreement. In the event of any notice of breach of any Upstream Agreement by the applicable Upstream Licensor in a manner that will or is likely to materially adversely affect Licensee’s rights or obligations under this Agreement, Licensor shall immediately notify Licensee in writing, and shall take such actions as reasonably requested by Licensee to enforce such Upstream Agreement.
(g) Subject to Section 2.2, Licensor will not provide any Know-How obtained under [ * ] to Licensee or its Affiliates (including pursuant to Section 4.6), and Licensor will not incorporate any such Know-How into the Licensed IP or Licensed Products.
(h) Licensor will not incorporate into Licensed IP or Licensed Products any agreement creatingKnow-How or product that requires a license or other authorization for export to China under any Export Controls and Economic Sanctions Laws. In the event that, after the Effective Date, Licensor or Licensee is informed by any Governmental Authority or reasonably determines that any Licensed IP or Licensed Product, or otherwise permit the transaction contemplated in this Agreement, becomes subject to exista control pursuant to the Export Controls and Economic Sanctions Laws that requires a license or other authorization for export to China or the transaction becomes subject to a CFIUS Requirement, the applicable Party shall promptly notify the other Party to the extent permitted by applicable Law, and Licensor shall promptly make all filings with, deliver all applications, notifications and submissions to, and obtain all necessary licenses, certificates and approvals from the U.S. Commerce Department, CFIUS or any restriction or condition upon the other applicable Governmental Authority, as applicable.
(i) Licensor will not assign, transfer, voting license, convey or control of any Pledged Interestsotherwise encumber its right, except as contained title and interest in the Organizational Documents Licensed IP or the Licensed Products in effect as of the date hereof, a manner that conflicts with or restrictions on transfers imposed by federal and state securities lawsburdens any rights granted to Licensee hereunder.
Appears in 2 contracts
Samples: License Agreement (ONCOSEC MEDICAL Inc), License Agreement
Additional Undertakings. Pledgor will not, without the prior written consent of Pledgee:
(a) enter into any agreement amendingFrom and after the Closing Date, supplementing or waiving any provision of any Pledged Interests the Purchaser hereby agrees, jointly and severally with CMHC and Clarx Xxxada, as applicable, to pay, perform and discharge on a timely basis (including any Organizational Documents or regulations to which such Pledged Interests relatei) or compromising or releasing or extending the time for payment of any each and every obligation of CMHC under this Agreement, the maker thereofTrademark Assignment Agreement, provided that the foregoing shall not be deemed CEC/CMHC Agreement and the Intellectual Property Agreement referred to prohibit any amendment to an Organizational Documents which would not result in impairment Section 10.05(b) above and (ii) each and every obligation of any Collateral or which would not have a material adverse effect;Clarx Xxxada under the Asset Transfer Agreement dated as of March 31, 1992 by and between Clarx Xxxada and Old Clarx Xxxada.
(b) take or omit Purchaser hereby acknowledges the undertaking of CMHC set forth in Section 10.05 hereof and hereby confirms and agrees that each and every obligation of the Purchaser hereunder and under the Ancillary Agreements to take any action which it is a party are the taking or joint and several obligations of the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral;Purchaser and CMHC.
(c) Purchaser hereby acknowledges and agrees, jointly and severally with CMHC and Clarx Xxxada, that none of them shall have the right to, and the Purchaser hereby agrees to cause each member of the CMH Croup (other than the Clarklift/Samsung Entities) not to, assert any claims or permit any change to be made in its name, identity, corporate structure or state causes of incorporation or formation, action against CEC or any change to be made to a jurisdiction other than as represented in subsidiary or affiliate of CEC (i) the location and hereby expressly waives, jointly and severally with CMHC and Clarx Xxxada, any such claims or causes of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive officeaction), unless Pledgor shall have notified Pledgee with respect to or arising out of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest Clarx Xxxemnified Liabilities (as defined in favor of Pledgee in the Collateral;
(dSection 10.03(a) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) including but not limited to any securities convertible voluntarily claims or causes of action in connection with any products, parts or components manufactured or sold by another subsidiary, affiliate or business unit of CEC which are or were incorporated into any products, parts, accessories, attachments or components heretofore or hereafter sold by CEC or by any member of the holder thereof CMH Group in the conduct of the Business. With respect to any claims or automatically upon causes of actions referred to in the occurrence or nonoccurrence of any event or condition intoimmediately preceding sentence, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon CEC agrees to provide such issuance reasonable cooperation as the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire Purchaser may reasonably request in pursuing any such interests claims or units; or
(e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control causes of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.actions
Appears in 1 contract
Samples: Stock Purchase Agreement (Clark Material Handling Co)
Additional Undertakings. Pledgor will not, without Each of the prior written consent of PledgeeFounders hereby further agrees as follows:
(a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall Founder will not be deemed to prohibit propose any amendment to an Organizational Documents which the Corporation’s articles of incorporation prior to the closing of a qualifying acquisition that would not result in impairment materially adversely affect the redemption rights of any Collateral or which the holders of Class A Restricted Voting Shares, unless the Escrow Agreement has been amended to provide holders of Class A Restricted Voting Units with redemption rights, should such amendment of the articles proceed, that are substantially equivalent to the redemption rights that would not have a material adverse effectapply to redemptions on the extension of the Permitted Timeline;
(b) take such Founder has no right, title, interest or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect claim of any Pledged Interests constituting Collateral kind in or (ii) to any monies held in the escrow account or any other instrument constituting Collateral;assets of the Corporation as a result of any liquidation of the Corporation with respect to his, her or its Founders’ Shares or, in the case of the Sponsor, the Class B Shares forming part of the Class B Units, provided that such Founder shall be entitled to redemption rights (in addition to all other rights provided to holders of Class A Restricted Voting Units) with respect to any Class A Restricted Voting Unit he, she or it holds or may hold and, for greater certainty, any and all such Class A Restricted Voting Units will not be subject to the Transfer and other restrictions set out in this Agreement and Undertaking; and
(c) cause or permit any change to be made in such Founder will vote its nameFounders’ Shares, identityClass B Shares forming part of the Class B Units, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location case of its place the Sponsor, and any Class A Restricted Voting Shares purchased pursuant to or after the Offering in favour of business (or, if it has more than one place a proposed qualifying transaction submitted by management and/or the directors of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior the Corporation to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or
(e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities lawsshareholders.
Appears in 1 contract
Additional Undertakings. The Pledgor will not, without the prior written consent of Pledgeethe Collateral Agent:
(a) enter into any agreement amending, supplementing supplementing, or waiving any provision of any Pledged Interests (including any Organizational Documents the operating agreement, partnership agreement, limited liability company agreement or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect;
(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation of the Pledgor in respect of any Pledged Interests constituting Collateral or (ii) of the maker of any other instrument constituting Collateral;
(c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee the Collateral Agent of such change at least 5 business thirty (30) days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee the Collateral Agent for the purpose of further perfecting or protecting the security interest in favor of Pledgee the Collateral Agent in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests Equity Interests or units of any class of additional stock, membership, partnership or other equity member interests or units of any Pledged Interests Interest Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee Lender pursuant to the terms hereofhereof to the extent necessary to give the Lender a security interest after such issue in at least the same percentage of the Pledgors outstanding interests or units as before such issue), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence non-occurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity such member interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or shares, or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests interests, units or unitsshares; or
(e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests. The Pledgor shall provide, except or cause the relevant Pledged Interest Issuer to provide, the Collateral Agent with a copy of any amendment or supplement to, or modification or waiver of, any term or provision of any of the by-laws and other Organic Documents of the Pledged Interest Issuers, provided that the Pledgor shall not enter into any such amendment, supplement, modification or waiver which could reasonably be expected to be adverse to the interests of the Collateral Agent and the other Lender Parties. To the extent that any Pledged Interests are uncertificated, the Pledgor further agrees that if requested by the Collateral Agent, it will cause the relevant Pledged Interest Issuer to send a notice to its shareholders, members or partners, as contained the case may be, giving such shareholders, member or partners, respective, notice of the grant of irrevocable proxy made herein (and in the Organizational Documents case of a notice to shareholders, such notice shall be given in effect as of compliance with the date hereof, or restrictions on transfers imposed by federal and state securities lawsTexas Business Corporation Act).
Appears in 1 contract
Additional Undertakings. Pledgor will notIn addition to the Company's registration obligations hereunder, without the prior written consent of PledgeeCompany shall:
(a) enter into any agreement amending, supplementing No fewer than five Business Days prior to the initial filing of the Shelf Registration Statement or waiving any provision Prospectus with the SEC and no fewer than two Business Days prior to the filing of any Pledged Interests (including amendment or supplement thereto with the SEC, furnish to each Holder copies of all such documents proposed to be filed. The Company shall not file any Organizational Documents such Shelf Registration Statement or regulations any Prospectus or any amendments or supplements thereto to which any Holder shall reasonably object on a timely basis. Should such Pledged Interests relate) Holder's timely reasonable objection to such Shelf Registration Statement, Prospectus or compromising any amendments or releasing or extending supplements thereto be based on the time for payment of any obligation failure of the maker thereofCompany to reflect in such document information with respect to the Holder that was previously provided to the Company, provided that the foregoing Effectiveness Period shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment extended by the number of any Collateral or which would not have a material adverse effect;days the filing with the SEC is delayed.
(b) take or omit Subject to take Section 2(d) hereof, prepare and file with the SEC such amendments, including post-effective amendments, to the Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective during the Effectiveness Period; and cause the Prospectus to be supplemented by any action required Prospectus supplement, and as so supplemented, to be filed pursuant to Rule 424 with respect to the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect disposition of any Pledged Interests constituting Collateral or (ii) any other instrument constituting CollateralCommon Stock;
(c) cause Notify the Holders promptly (and in the case of an event specified by clause (i)(A) of this paragraph, in no event fewer than two Business Days prior to such filing), and (if requested by any such Person), confirm such notice in writing: (i)(A) when a Prospectus or permit any change Prospectus supplement or any amendment to the Shelf Registration Statement is proposed to be made in its namefiled, identity, corporate structure or state of incorporation or formation, and (B) with respect to the Shelf Registration Statement or any change to be made to a jurisdiction other than as represented in (i) post-effective amendment, when the location of any Collateralsame has become effective, (ii) the location of any records concerning request of the SEC or any Collateral other federal or state governmental authority for amendments or supplements to the Shelf Registration Statement or the Prospectus or for additional information related thereto, (iii) in of the location issuance by the SEC, any state securities commission, any other governmental agency or any court of its place any stop order, order or injunction suspending or enjoining the use or the effectiveness of business the Shelf Registration Statement or the Prospectus or the initiation of any proceedings for that purpose, (or, if it has more than one place iv) of business, its chief executive office), unless Pledgor shall have notified Pledgee the receipt by the Company of such change at least 5 business days prior any notification with respect to the effective date suspension of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting qualification or protecting the security interest in favor of Pledgee in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units exemption from qualification of any class of additional stockthe Common Stock for sale in any jurisdiction, membership, partnership or other equity interests the initiation or units threatening of any Pledged Interests Issuer (unless immediately upon proceeding for such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof)purpose, (iiv) any securities convertible voluntarily by of the holder thereof or automatically upon the occurrence or nonoccurrence existence of any event fact or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or
(e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.happening
Appears in 1 contract
Samples: Registration Rights Agreement (Summit Properties Inc)
Additional Undertakings. Each Pledgor will not, without the prior written consent of Pledgeethe Administrative Agent:
(a) enter into any agreement amending, supplementing supplementing, or waiving any provision of any Pledged Interests Note (including any Organizational Documents or regulations underlying instrument pursuant to which such Pledged Interests relateNote is issued) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect;
(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of the maker of any Pledged Interests constituting Collateral Note or (ii) any other instrument constituting Collateral;
(c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or cause or permit any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its (i) any Collateral, or (ii) such Pledgor’s place of business (or, if it has more than one place of business, its chief executive office), to a different jurisdiction from the jurisdiction represented herein, unless such Pledgor shall have notified Pledgee the Administrative Agent of such change at least 5 business thirty (30) days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee the Administrative Agent for the purpose of further perfecting or protecting the security interest in favor of Pledgee the Administrative Agent in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Share Issuer or Pledged Interest Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee the Administrative Agent pursuant to the terms hereofhereof to the extent necessary to give the Administrative Agent a security interest after such issue in at least the same percentage of such Pledgor’s outstanding interests as before such issue), (ii) any securities or other ownership interests convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence non-occurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership such shares or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) ownership interests, or (iii) any warrants, options, contracts or other commitments entitling any Person other than a Pledgor to purchase or otherwise acquire any such interests shares or unitsother ownership interests; or
(e) enter into any agreement creating, creating or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged InterestsShare or Pledged Interest. Each Pledgor shall provide, except as contained in or cause the Organizational Documents in effect as relevant Pledged Share Issuer or Pledged Interest Issuer to provide, the Administrative Agent with a copy of any amendment or supplement to, or modification or waiver of, any term or provision of any of the date hereofby-laws and other organic documents of the relevant Pledged Share Issuer or Pledged Interest Issuer, provided that such Pledgor shall not enter into any such amendment, supplement, modification or restrictions waiver which could reasonably be expected to be adverse to the interests of the Administrative Agent and the other Lender Parties. Each Pledgor covenants and agrees that it shall not consent to or permit (i) any Pledged Interest to be dealt with or traded on transfers imposed by federal and state any securities laws.exchanges or in any securities market or (ii) any Pledged Interest Issuer to elect to have its Pledged Interests treated as a “security” under Article 8 of the U.C.C.
Appears in 1 contract
Additional Undertakings. The Pledgor will not, without the prior written consent of Pledgeethe Collateral Agent:
(a) enter into any agreement amending, supplementing supplementing, or waiving any provision of any Pledged Interests (including any Organizational Documents the operating agreement, partnership agreement, limited liability company agreement or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect;
(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation of the Pledgor in respect of any Pledged Interests constituting Collateral or (ii) of the maker of any other instrument constituting Collateral;
(c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee the Collateral Agent of such change at least 5 business thirty (30) days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee the Collateral Agent for the purpose of further perfecting or protecting the security interest in favor of Pledgee the Collateral Agent in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests Equity Interests or units of any class of additional stock, membership, partnership or other equity member interests or units of any Pledged Interests Interest Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee Lender pursuant to the terms hereofhereof to the extent necessary to give the Lender a security interest after such issue in at least the same percentage of the Pledgors outstanding interests or units as before such issue), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence non-occurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity such member interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or shares, or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests interests, units or unitsshares; or
(e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.
Appears in 1 contract
Additional Undertakings. Pledgor Each of Parent and the Borrower covenants and agrees with each Pro Rata Lender that, so long as the Credit Agreement remains in effect and until (i) the Revolving Credit Commitments have been terminated, (ii) the principal of and interest on each 2019 Term A Loan, Other Term A Loan and Revolving Loan have been paid in full, (iii) all Fees and all other expenses or amounts payable under any Loan Document in respect of the foregoing have been paid in full and (iv) all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to the Issuing Banks and the Administrative Agent have been made with respect thereto, unless the Required Covenant Lenders shall otherwise consent in writing, notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, neither Parent nor the Borrower will, nor will not, without they cause or permit any of the prior written consent of PledgeeSubsidiaries to:
(a) enter into Incur or establish any agreement amending(i) Incremental Term Loan Commitments, supplementing or waiving any provision (ii) Revolving Credit Commitment Increases, (iii) revolving credit commitments in accordance with Section 6.01(r) of any Pledged Interests the Credit Agreement (including any Organizational Documents or regulations as may be in effect from time to which such Pledged Interests relatetime) or compromising or releasing or extending the time for payment of any obligation (iv) Indebtedness in accordance with Section 6.01(w) of the maker thereofCredit Agreement (as may be in effect from time to time), provided that in each case pursuant to clause (a)(x) of the definition of “Incremental Amount” in excess of $750,000,000 in the aggregate for all of the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effectcollectively;
(b) take or omit On any date prior to take January 1, 2018, reinvest any action proceeds of any Asset Sale pursuant to the taking or first proviso of the omission definition of which would result in any impairment or alteration “Net Cash Proceeds” (for the avoidance of (i) any obligation doubt, it being understood and agreed that the applicable cash proceeds received in respect of any Pledged Interests constituting Collateral Asset Sale shall constitute Net Cash Proceeds as and when received); or
(c) Make any Restricted Payment pursuant to Section 6.06(a)(vii) of the Credit Agreement (as in effect from time to time) if, at the time of and after giving effect thereto, the Secured Net Leverage Ratio would exceed 3.0 to 1.0. The provisions of this Section 6 of this Amendment are solely for the benefit of the Pro Rata Lenders and the Required Covenant Lenders may (i) amend or otherwise modify this Section 6 or, solely for the purposes of this Section 6, the defined terms used, directly or indirectly, herein, or (ii) waive any other instrument constituting Collateral;
(c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, non-compliance with this Section 6 or any change to be made to a jurisdiction other than as represented in (i) Default or Event of Default resulting from such non-compliance. For the location avoidance of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable fordoubt, any additional stock, membership, partnership or other equity interests or units breach of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or
(e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control this Section 6 shall constitute a breach of any Pledged Interests, except as a covenant contained in the Organizational Documents a Loan Document in effect as accordance with Article VII(e) of the date hereof, or restrictions on transfers imposed by federal and state securities lawsCredit Agreement.
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Additional Undertakings. Pledgor will notThe Seller hereby declares and undertakes in relation to the securities provided by it, as set forth in Section 2.5 above, as follows: The representations and undertakings shall apply from the Date of Provision of the Loan until full and final payment of the Loan.
2.8.1 Not to encumber or pledge in any manner or by any means, all or part of the Encumbered Assets, without the obtaining Greenstone’s prior written consent consent.
2.8.2 Not to sell, deliver, transfer or assign in any manner whatsoever, and not to undertake to sell, deliver, transfer or assign in any manner whatsoever (either for consideration or gratuitously) all or part of Pledgee:the Encumbered Assets to any other or others, without obtaining Greenstone’s prior written consent.
(a) enter into any agreement amending, supplementing or waiving any provision 2.8.3 To immediately notify Greenstone of any Pledged Interests event (including any Organizational Documents or regulations if it is aware of any) granting Greenstone a right to which such Pledged Interests relate) or compromising or releasing or extending immediate payment as stated in Section 2.6 above, and also to notify in the time for payment event of any obligation imposition of an attachment on the Encumbered Assets and/or a claim of any right whatsoever over the Encumbered Assets and/or any bailiff’s office proceedings and/or other proceedings to enforce all or part of the maker thereofEncumbered Assets. To immediately notify of the lien to the third party which attached or filed a claim of right or initiated any bailiff’s office act or other such lien enforcement proceedings, provided that and to immediately initiate without delay, at its expense, any measures to cancel the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment attachment, the claim of right, bailiff’s office proceedings or lien enforcement proceedings, as the case may be.
2.8.4 To notify Greenstone immediately upon becoming aware of any Collateral motion filed for the winding up of RVB’s and/or A.O. Tzidon’s business or which the receivership of all or part of their assets and/or the appointment of a receiver (temporary or permanent) and/or special manager (temporary or permanent) and/or a liquidator (temporary or permanent), directly and/or indirectly.
2.8.5 The Seller is aware that its above declarations and undertakings are a preliminary and essential condition for the lender’s entering into this Agreement, and without them Greenstone would not have a material adverse effect;
(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral;
(c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or
(e) enter entered into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities lawsthis Agreement with them.
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Additional Undertakings. Pledgor will not, without the prior written consent of Pledgee:
(a) enter into any agreement amendingEach of Parent and the Borrower covenants and agrees with each Accepting Lender party hereto, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending Lenders constitute the time for payment of any obligation of Required Covenant Lenders, that, so long as the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result Credit Agreement remains in impairment of any Collateral or which would not have a material adverse effect;
(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral;
(c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in effect and until (i) the location of any CollateralRevolving Credit Commitments have been terminated, (ii) the location principal of any records concerning any Collateral or and interest on each Revolving Loan has been paid in full, (iii) all Fees and all other expenses or amounts payable under any Loan Document in respect of the foregoing have been paid in full and (iv) all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to the Issuing Banks and the Administrative Agent have been made with respect thereto, unless the Required Covenant Lenders shall otherwise consent in writing, notwithstanding anything in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior Credit Agreement or any other Loan Document to the effective date contrary, neither Parent nor the Borrower will, nor will they cause or permit any of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral;Subsidiaries to:
(d) permit the issuance of (i) Incur or establish any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof)i) Incremental Term Loan Commitments, (ii) any securities convertible voluntarily by Revolving Credit Commitment Increases, (iii) revolving credit commitments in accordance with Section 6.01(r) of the holder thereof Credit Agreement (as may be in effect from time to time) or automatically upon (iv) Indebtedness in accordance with Section 6.01(w) of the occurrence or nonoccurrence Credit Agreement (as may be in effect from time to time), in each case pursuant to clause (a)(x) of any event or condition intothe definition of “Incremental Amount” in excess of $1,000,000,000 in the aggregate for all of the foregoing collectively (which, or exchangeable forfor the avoidance of doubt, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee shall not limit amounts which may be incurred pursuant to the terms proviso in such definition);
(ii) In the event that the Net Cash Proceeds (including, for the avoidance of doubt, any deferred amounts) of any Asset Sale of any Hospital (or one or more Hospitals as part of the same transaction) for which a definitive sale agreement or a letter of intent to sell has been entered into on or prior to the Loan Modification Effective Date (which Hospitals have been identified to the Administrative Agent prior to the date hereof) is equal to or greater than $50,000,000 (the “Announced Divestitures”), reinvest any of such proceeds pursuant to the first proviso of the definition of “Net Cash Proceeds”;
(iii) Make any warrantsRestricted Payment pursuant to Section 6.06(a)(vii) of the Credit Agreement (as in effect from time to time) if, optionsat the time of and after giving effect thereto, contracts the Secured Net Leverage Ratio would exceed 3.0 to 1.0; provided, however, that, notwithstanding the foregoing, in the event that at the time of and after giving effect thereto, the Borrower’s Leverage Ratio is equal to or other commitments entitling less than 6.0 to 1.0, neither Parent nor the Borrower will, nor will they cause or permit any Person of the Subsidiaries to, make any Restricted Payment pursuant to purchase or otherwise acquire Section 6.06(a)(vii) of the Credit Agreement (as in effect from time to time) if, at the time of and after giving effect thereto, the Secured Net Leverage Ratio would exceed 3.5 to 1.0;
(iv) Retain any Declined Proceeds of any Announced Divestiture pursuant to Section 2.13(f) of the Credit Agreement. In the event that the proceeds of any Announced Divestiture become Declined Proceeds, the Borrower will voluntarily prepay Term Loans in an aggregate amount equal to such interests or unitsDeclined Proceeds pursuant to Section 2.12 of the Credit Agreement; or
(ev) enter into Request any agreement creatingLetters of Credit that would cause the L/C Exposure in respect of Letters of Credit for which Xxxxx Fargo Bank, National Association or otherwise permit its Affiliates is the Issuing Bank to existexceed $75,000,000, any restriction or condition upon notwithstanding anything in Section 2.23 of the transferCredit Agreement to the contrary.
(b) The Borrower hereby agrees that, voting or control of any Pledged Interests, except as subject to the terms and requirements contained in the Organizational Credit Agreement and the other Loan Documents, the Borrower will use commercially reasonable efforts to, at least 20 days prior to executing any new Mortgage, provide prior written notice to each Revolving Credit Lender of their intention to execute a Mortgage and, unless otherwise required by the Credit Agreement or any other Loan Document, no Mortgage related to such Mortgaged Property shall be executed and delivered until confirmation is received from each Revolving Credit Lender that flood insurance due diligence and flood insurance compliance has been completed (such confirmation not to be unreasonably conditioned, withheld or delayed) (it being understood and agreed that compliance by the Borrower with its obligations under the Credit Agreement and other Loan Documents shall not constitute a breach of the foregoing). For the avoidance of doubt, the undertakings in effect this Section 7 shall replace in their entirety those undertakings in Section 6 of that certain Amendment No. 2 dated as of December 5, 2016, and such undertakings shall have no further force or effect. The provisions of this Section 7 of this Amendment are solely for the date hereofbenefit of the Accepting Lenders and a majority in interest of such Lenders may (i) amend or otherwise modify this Section 7 or, solely for the purposes of this Section 7, the defined terms used, directly or indirectly, herein, or restrictions on transfers imposed by federal and state securities laws(ii) waive any non-compliance with this Section 7 or any Default or Event of Default resulting from such non-compliance. In addition, for the avoidance of doubt, any breach of this Section 7 shall constitute a breach of a covenant contained in a Loan Document in accordance with Article VII(e) of the Credit Agreement.
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Samples: Loan Modification Agreement (Community Health Systems Inc)
Additional Undertakings. Pledgor will not, without the prior written consent of Pledgee:Undertaking Related definition Applicable Not applicable Undertaking Related definition Applicable Not applicable
(a) enter into The Borrower shall not create nor permit to subsist any agreement amendingSecurity over any of its assets (including, supplementing but not limited to, the Utilisation Account and any amount standing to the credit of this account from time to time). Permitted Security shall mean any Security or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending Quasi-Security over the time for payment of any obligation assets of the maker thereof, provided that Borrower other than: (i) any Security and Quasi Security in respect of the foregoing shall Utilisation Account which is not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment the sole benefit of any Collateral or which would not have a material adverse effect;the Lender; and X
(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of The Borrower shall not: (i) any obligation in respect sell, transfer or otherwise dispose of any Pledged Interests constituting Collateral of its assets on terms whereby they are or may be leased to or re-acquired by any member of the Group; (ii) any other instrument constituting Collateral;
(c) cause or permit any change Security and Quasi Security over the Borrower's rights in respect of the SME Loans which is not to be made in its name, identity, corporate structure or state the sole benefit of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any CollateralLender, (ii) the location sell, transfer or otherwise dispose of any records concerning any Collateral or of its receivables on recourse terms; which, for the avoidance of doubt, remain subject to the negative pledge clause. (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or
(e) enter into any agreement creatingarrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, which is Permitted Security.
(a) (b) The Borrower will not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise permit dispose of any asset. Paragraph (a) above does not apply to existany sale, lease, Permitted Disposal shall mean any sale, lease, transfer or other disposal of the Borrower's assets, other than any sale, lease, transfer or other disposal which would cause the Borrower not to be the undisputed, unconditional and sole legal and beneficial owner of the SME Loans X Undertaking Related definition Applicable Not applicable transfer or other disposal which is a Permitted Disposal. (such sales, leases, transfers or other disposals remaining subject to the disposal clause) or the Utilisation Account. Financial Indebtedness The Borrower will not incur or allow to remain outstanding any Financial Indebtedness other than any Permitted Financial Indebtedness. Permitted Financial Indebtedness shall mean X
(a) A specimen of the signature of each person authorised by the Borrower to sign and/or despatch all documents and notices (including, if relevant, any restriction Utilisation Requests) to be signed and/or despatched by it under or condition upon in connection with the transfer, voting or control Finance Documents and related documents.
(b) Evidence of any Pledged Interests, except as contained in satisfaction of all requirements for the Organizational Documents in effect as perfection of the date hereof, security created pursuant to the Security Documents (such as registration or restrictions on transfers imposed by federal and state securities lawsnotification).
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Additional Undertakings. The Pledgor will not, without the ----------------------- prior written consent of Pledgeethe Agent:
(a) enter into any agreement amending, supplementing supplementing, or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations the operating agreement to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect;
(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation of West Shore or Basin in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral;
(c) cause or permit any change to be made in its name, identity, identity or corporate structure or state of incorporation or formationstructure, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one chief executive office or chief place of business, its chief executive office), unless Pledgor shall have notified Pledgee the Agent of such change at least 5 business thirty (30) days prior to the effective date of such change, and shall have first taken all action, if any, reasonably action required by Pledgee the Agent for the purpose of further perfecting or protecting the security interest in favor of Pledgee the Agent in the Collateral. In any notice furnished pursuant to this subsection, the Pledgor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purposes of continuing perfection of the Agent's security interest in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership or other equity member interests or units of any class of additional stock, membership, partnership or other equity member interests or units of any Pledged Interests Issuer West Shore or Basin (unless immediately upon such issuance the same are pledged and delivered to Pledgee Agent pursuant to the terms hereofhereof to the extent necessary to give the Agent a security interest after such issue in at least the same percentage of West Shore's or Basin's outstanding interests or units as before such issue), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence non-occurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity such member interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or shares, or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests interests, units or unitsshares; or
(e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of West Shore Operating Agreement or the date hereof, or restrictions on transfers imposed by federal and state securities lawsBasin Operating Agreement.
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Additional Undertakings. The Pledgor will not, without the prior written consent of Pledgeethe Collateral Agent:
(a) enter into any agreement amending, supplementing supplementing, or waiving any provision of any Pledged Interests or Pledged Notes (including any Organizational Documents Organic Document or regulations to which such Pledged Interests relaterelate or the underlying instrument pursuant to which such Pledged Note is issued) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents Organic Document which would not result in impairment of any Collateral or which would not have a material adverse effectMaterial Adverse Effect;
(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation of any Borrower in respect of any Pledged Interests constituting Collateral or (ii) of the maker of any Pledged Note or other instrument constituting Collateral;
(c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee the Collateral Agent of such change at least 5 business thirty (30) days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee the Collateral Agent for the purpose of further perfecting or protecting the security interest in favor of Pledgee the Collateral Agent in the Collateral;
(d) permit the issuance of (i) any additional stock, membership, partnership membership or other equity interests or units of any class of additional stockmember interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to the Collateral Agent pursuant to the terms hereof), membership(ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, partnership or exchangeable for, any membership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee the Collateral Agent pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or
(e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Organic Documents in effect as of the date hereof, or hereof and restrictions on transfers imposed by federal Federal and state securities laws; provided, however, to the extent that the same is undertaken in connection with the conversion of USCS Chemical Pioneer LLC to a corporation (the "Conversion") or a merger of USS Chartering LLC and USCS Charleston Chartering LLC (the "Merger"), as permitted under and in accordance with the terms of Section 7.2.10 of the Credit Agreement, the Pledgor may take the actions described in clauses (a), (b), (c) (subject to the notice requirement thereof), (d) and (e) above without the prior written consent of the Collateral Agent so long as: (i) within 30 days following the Conversion or Merger, Pledgor delivers to the Collateral Agent all Organic Documents of the surviving entity following the consummation of the Conversion or Merger; (ii) contemporaneously with the Conversion or Merger, Pledgor pledges and delivers to the Collateral Agent any and all stock or membership or other equity interests of any class of stock or member interests or units issued to the Pledgor by the surviving entity following the consummation of the Conversion or Merger; (iii) Pledgor takes all actions necessary, or as reasonably requested, by the Collateral Agent, in order to perfect, or maintain perfection of, or protect the security interest in favor of the Collateral Agent in the Collateral, including without limitation, the filing of U.C.C. financing statements or continuations or amendments thereto; and (iv) the consummation of the Conversion or Merger would not impair the Collateral Agent's rights in the Collateral. The Pledgor shall provide, or cause the relevant Pledged Interests Issuer to provide, the Collateral Agent with a copy of any amendment or supplement to, or modification or waiver of, any term or provision of any of the by-laws and other Organic Documents of the Pledged Interests Issuers, provided that the Pledgor shall not enter into any such amendment, supplement, modification or waiver other than any amendment, modification, supplement, or waiver which would not result in impairment of any Collateral or which would not have a Material Adverse Effect without the prior written consent of the Collateral Agent.
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