Adjustment to Pledged Shares Sample Clauses

Adjustment to Pledged Shares. Upon each conversion by the Pledgee into Conversion Shares, the Pledgor shall provide written notice to the Escrow Agent, with a copy to the Pledgee, of the number of Conversion Shares issued to the Pledgee pursuant to such conversion and the number of Pledged Shares pursuant to this agreement shall be reduced, share for share, by the number of Conversion Shares issued to the Pledgee (if required by the applicable rules of the American Stock Exchange or the Nasdaq).
Sample 1
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Adjustment to Pledged Shares. The Company shall provide written notice to the Escrow Agent (the “Adjustment Notice”), with a copy to the Pledgee, of the number of shares issued to the Pledgee pursuant to a conversion by the Pledgee of the Note into shares of common stock in the Company and request the Escrow Agent to reduce the Pledged Shares held pursuant to this Agreement accordingly (the “Released Shares”). Upon receipt of the Adjustment Notice, the Escrow Agent shall return to the Pledgor the Released Shares and Transfer Documents relating to the Released Shares, whereupon any and all rights of Pledgee in such Released Shares shall be terminated.
Sample 1
Adjustment to Pledged Shares. Not more frequently than every ninety (90) days, the Pledgor may provide written notice to the Escrow Agent (the “Adjustment Notice”), with a copy to the Pledgee, of the number of Conversion Shares issued to the Pledgee pursuant to the conversion by the Pledgee into Conversion Shares during such time period and requesting the Escrow Agent to reduce the Pledged Shares held pursuant to this Agreement by five Pledged Shares for each Conversion Share issued during such time period as set forth in the Adjustment Notice (the “Released Shares”). Notwithstanding the foregoing, the number of Pledged Shares to be held at any time under this Agreement shall not be less than five times coverage at the Closing Bid Price (as such term is defined in the Securities Purchase Agreement) of the Pledgor’s Common Stock or five times the conversion price of the remaining principal balance of the Convertible Debentures as of the date of the receipt of the Notice by the Pledgee. Upon receipt of the Adjustment Notice, and subject to the conditions set forth in this Section 1.2, the Escrow Agent shall return to the Pledgor the Released Shares and Transfer Documents relating to the Released Shares, whereupon any and all rights of Pledgee in such Released Shares shall be terminated.
Sample 1
Adjustment to Pledged Shares. Upon each conversion by the Pledgee into Conversion Shares, the Pledgor shall provide written notice to the Escrow Agent, with a copy to the Pledgee, of the number of Conversion Shares issued to the Pledgee pursuant to such conversion and the number of Pledged Shares pursuant to this agreement shall be reduced, share for share, by the number of Conversion Shares issued to the Pledgee (if required by the applicable rules of the Nasdaq). In no event shall the Pledgor issue or transfer any Pledged Shares to the Pledgee, or its affiliates or assigns, if after taking into account such issuance or transfer, the total number of shares issued or transferred to the Pledgee, or its affiliates or assigns, under this Agreement and as Conversion Shares under the Convertible Debentures would exceed 4,959,705, unless and until the holders of Common Stock approve the issuance of shares under the Transaction Documents.
Sample 1

Related to Adjustment to Pledged Shares

  • As to Pledged Shares In the case of any Pledged Shares constituting Collateral, all of such Pledged Shares are duly authorized and validly issued, fully paid, and non-assessable, and constitute all of the issued and outstanding capital stock of each Securities Issuer thereof. The Grantors have no Subsidiaries other than the Securities Issuers and Timberlands II.

  • 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 Equity Interests; Stock Powers; Pledged Notes The Administrative Agent shall have received (i) the certificates representing the Equity Interests pledged pursuant to the Security 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 Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

  • Pledged Shares (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Non-Voting Equity") owned by such Pledgor of each Foreign Subsidiary set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

  • Exercise of Rights in Pledged Collateral (i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral.

  • Release of Pledged Shares from Pledge Upon the payment of all amounts due to the Pledgee under the Convertible Debentures by repayment in accordance with the terms of the Note, the parties hereto shall notify the Escrow Agent to such effect in writing. Upon receipt of such written notice for payment of the amounts due to the Pledgee under the Convertible Debentures, the Escrow Agent shall return to the Pledgor the Transfer Documents and the certificates representing the Pledged Shares, (collectively the "Pledged Materials"), whereupon any and all rights of Pledgee in the Pledged Materials shall be terminated. Notwithstanding anything to the contrary contained herein, upon full payment of all amounts due to the Pledgee under the Convertible Debentures, by repayment in accordance with the terms of the Note, this Agreement and Pledgee's security interest and rights in and to the Pledged Shares shall terminate.

  • Pledged Stock In the case of each Grantor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 with respect to the Pledged Stock issued by it and (iii) the terms of Subsections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 with respect to the Pledged Stock issued by it.

  • Pledged Securities (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

  • 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.

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

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