Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated: (a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement. (b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties. (c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. (d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens. (e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law). (f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement: (i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; (ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or (iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account. (g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest. (h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 3 contracts
Sources: Pledge Agreement, Pledge Agreement (Blackbaud Inc), Credit Agreement (Blackbaud Inc)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent and the Secured Parties, Parties that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify will, upon request of the Administrative Agent, in writingexecute such notices of lien, upon obtaining knowledge notices of (i) any Lien (other than the Lien created by this Pledge Agreement assignment and continuations or Permitted Liens) on amendments to any of the Collateral which would adversely affect foregoing, and other documents (and pay the ability costs of filing or recording the Administrative same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to exercise time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its remedies hereunder officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (b5) the acquisition or ownership by such Pledgor business days after being requested to do so. This power of any Collateral after the date hereof. At the request attorney hereby granted is a special power of the Administrative Agent or the Required Lenders, each Pledgor attorney coupled with an interest and shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to be irrevocable by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge AgreementPledgor.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities stock or other 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or Partnership/LLC Interests dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or Partnership/LLC that property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is a First Tier Foreign Subsidiary paid or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Obligations.
(dc) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created lien provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hd) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ie) Each The Pledgor shallagrees to pay, promptly (but and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any event within thirty (30) days and all stamp, excise, sales or such later date as agreed other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesthis Agreement.
Appears in 3 contracts
Sources: Pledge Agreement (Dover Motorsports Inc), Pledge Agreement (Dover Motorsports Inc), Pledge Agreement (Dover Motorsports Inc)
Certain Covenants. The Pledgors covenant (a) Disclosure of Transactions and agree with Other Material Information. On or before 8:30 a.m., New York Time, on the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after first Trading Day following the date of this Pledge Agreement until hereof, the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with Company shall file a Current Report on Form 8-K describing the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created transactions contemplated by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver documents relating to the Administrative Agent updated Schedules to this Pledge Agreement.
redemption and exchange of Other Investor's Initial Notes on the Closing Date (bthe "OTHER INVESTOR DOCUMENTS") The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged form required by the Pledgors under 1934 Act, and attaching the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities material transaction documents (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 reorganizationthis Agreement (and all schedules to this Agreement), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any the form of the CollateralReplacement Notes, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent form of the Administrative AgentRedemption Warrants, hold and the same in trust for Other Investor Documents) as exhibits to such filing (including all attachments, the Administrative Agent "8-K FILING", and deliver the same forthwith to description and attachments, the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to "8-K MATERIALS"). The 8-K Materials shall be held by the Administrative Agent, subject to the terms hereofInvestor's prior approval, as additional collateral security for not to be unreasonably withheld or delayed. From and after the Obligations; providedfiling of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that at no time is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Pledged Stock Investor with any material nonpublic information regarding the Company or Partnership/LLC Interests any of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) its Subsidiaries from and after the filing of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of 8-K Filing with the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without SEC without the prior express written consent of the Administrative AgentInvestor. In the event of a breach of the foregoing covenant by the Company, no Pledgor will (i) vote to enableany of its Subsidiaries, or take any of its or their respective officers, directors, employees and agents, in addition to any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly remedy provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Transaction Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party theretoInvestor shall have the right to make a public disclosure, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement press release, public advertisement or credited to any Securities Account.
(g) Pursuant to Section 9-509 otherwise, of the Code and 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments public statements with respect to the Collateral without transactions contemplated hereby; provided, however, that the signature of such Pledgor in such form and in such offices as Company shall be entitled, with the Administrative Agent determines appropriate to perfect the Security Interests prior approval of the Administrative Agent under this Pledge Agreement. Such financing statements may describe Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Collateral 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the same manner as described herein or may contain an indication or description case of Collateral that describes such property in any other manner as clause (i) the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure Investor shall be consulted by the perfection Company (although the consent of the Security Interest.
(hInvestor shall not be required) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be such press release or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered public disclosure prior to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreementits release).
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 3 contracts
Sources: Redemption, Amendment and Exchange Agreement (Viewpoint Corp/Ny/), Redemption, Amendment and Exchange Agreement (Viewpoint Corp/Ny/), Redemption, Amendment and Exchange Agreement (Viewpoint Corp/Ny/)
Certain Covenants. The Pledgors covenant During the November Closing Period, Seller has not permitted the Company or any of its Subsidiaries to, and agree with will not permit the Administrative AgentCompany or any of its Subsidiaries to, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (i) incur any liability (other than contingent indemnification obligations not yet due and Bank Product Debtany liability accruing under Intercompany Accounts (as defined below)) are paid in full (orto or on behalf of Seller or any of its Affiliates, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) make any Lien payment or transfer (other than as contemplated by Section 6(e) of this letter agreement) to or for the Lien created by this Pledge Agreement benefit of Seller or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required LendersAffiliates, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, including by (a) declaring, setting aside or paying any dividend or other than distribution to Seller or any of its Affiliates, (b) waiving or forgiving any amounts owed by Seller or any of its Affiliates to the Company or any of its Subsidiaries, (c) making any loans, advances or capital contributions to, or investments in, Seller or any of its Affiliates, (d) paying any management, monitoring or other similar fees or bonuses or payments of a similar nature to Seller or any of its Affiliates, (e) paying or incurring any M&A financial or M&A legal advisory fees, costs or expenses in connection with respect the Transaction or any fees, costs or expenses that are contingent upon the closing of the Transaction, including any bonuses payable to Permitted Liens arising under operation members of law).
OneMain management upon the closing of the Transaction or (f) No Pledgor will, except upon prior written notice agreeing or committing to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for do any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization foregoing; or the location of its chief executive office from that identified on Schedule II;
(ii) change settle any material litigation or any Tax dispute; provided, that; the covenants in this Section 5 shall not limit the Company or any of its nameSubsidiaries from incurring any liability accruing under Intercompany Accounts to Seller or any of its Affiliates and all such liabilities shall be settled in accordance with Section 6(c) and 6(e) of this letter agreement; provided, identity further, that, except for any fees, costs or corporate expenses set forth in Section 5(i)(e) of this letter agreement, during the November Closing Period, the Company and its Subsidiaries may continue to pay and incur costs and expenses relating to the Transaction or organizational structure to such an extent that any financing statement filed the other transactions contemplated by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (or the other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed Transaction Agreements in a manner satisfactory consistent with past practice, and any such actions shall not be considered to have been to or for the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreementbenefit of Seller or any of its Affiliates.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (OneMain Holdings, Inc.)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminatedCompany further agrees:
(a) Each Pledgor The Company shall promptly notify at all times maintain authorized for issuance and available, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury that are not committed for any other purpose, free from preemptive rights, a number of shares of Common Stock equal to the Administrative Agent, in writing, upon obtaining knowledge number of (i) any Lien (other than the Lien created shares of Common Stock required to settle all exchanges contemplated by this Pledge Agreement or Permitted Liens) on any Indenture, including in respect of the Collateral which would adversely affect Initial Notes and the ability full amount of the Administrative Agent to exercise Additional Notes issuable hereunder (including in each case, any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lendersinterest that has been paid in kind thereon, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreementapplicable).
(b) The Pledgors agree Company shall ensure at all times that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement all shares of Common Stock to be abided byissued and delivered upon exchange of Notes have been duly authorized and validly issued and are fully paid and non-assessable, performed or discharged free of restrictions on transfer and free from all taxes, liens and charges with respect to the issue thereof (other than taxes payable by the Pledgors under the terms Holder in respect of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result any issuance in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Partiesdifferent name as specified in Section 10.10).
(c) If on the relevant Exchange Date the Common Stock is listed on any Pledgor shallU.S. national securities exchange or automated quotation system, as a result of its ownership the Common Stock to be issued upon exchange of the Collateral, become entitled to receive Notes shall be listed on such exchange or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiaryautomated quotation system.
(d) Without the prior written consent If any shares of the Administrative Agent, no Pledgor will (i) vote Common Stock to enable, be issued or take any other action to permit, any Issuer delivered upon exchange of Notes hereunder require registration with or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities approval of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default governmental authority under any partnership agreement federal or operating agreement state law before such shares of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, Common Stock may be validly issued or delivered upon exchange, the Company has secured or otherwise dispose ofwill secure such registration or obtained such approval, or grant any option with respect to, as the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienscase may be.
(e) Each Pledgor In no event shall maintain the Security Interest created Company initiate a Company Mandatory Exchange if any Common Stock constituting “Registrable Securities” to be delivered by this Pledge Agreement as a perfected first priority Security Interest (the Company pursuant to an exchange in connection therewith are unable to be sold pursuant to an effective registration statement pursuant to the extent required to do so hereunder) (subject to Permitted Liens) and Registration Rights Agreement; provided that, the foregoing shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than not apply with respect to Permitted Liens arising under operation Registrable Securities that are unable to be sold pursuant to an effective registration statement because the holder of law).
(f) No Pledgor will, except upon prior written notice such Registrable Securities has failed to provide on a timely basis information required to be included in such registration statement which the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents Company has reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Accountregistration thereof.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 2 contracts
Sources: Transaction Agreement (Quantum Corp /De/), Indenture (Quantum Corp /De/)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent Agents and Lenders that, except as permitted under the Secured Parties, thatCredit Agreement, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each The Pledgor shall promptly notify will not without thirty (30) days prior written notice to the Administrative Agent change its name, identity or corporate structure so as to make any financing or other statement filed as provided herein become seriously misleading. The Pledgor will, upon reasonable request of the Agent, in writingexecute such financing statements, upon obtaining knowledge notices of (i) any Lien (other than the Lien created by this Pledge Agreement lien, notices of assignment and continuations or Permitted Liens) on amendments to any of the Collateral which would adversely affect foregoing, and other documents (and pay the ability costs of filing or recording the Administrative same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to exercise time reasonably request to establish and maintain a valid perfected pledge and security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its remedies hereunder or (bofficers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the acquisition or ownership by such Pledgor security interests created hereby. This power of any Collateral after the date hereof. At the request attorney hereby granted is a special power of the Administrative Agent or the Required Lenders, each Pledgor attorney coupled with an interest and shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to be irrevocable by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge AgreementPledgor.
(b) The Pledgors agree Pledgor agrees that as partners or members in a member of the Partnerships/LLCs they Companies it will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors a member under the terms of the partnership agreements articles of organization and operating agreements, as applicable, agreements of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectCompanies, at no cost or expense to the Administrative Agent and the Secured PartiesLenders.
(c) If any the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of any Collateral upon the Pledged Stock liquidation or Partnership/LLC Interests dissolution of any Issuer shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Obligations, and upon the recapitalization or Partnership/LLC that reclassification of any Issuer, any new securities issued in connection with or in exchange for any Collateral shall be delivered to the 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 any Collateral shall be received by the Pledgor, the Pledgor shall, until such money or property is a First Tier Foreign Subsidiary paid or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of Pledgor, as additional collateral security for the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryObligations.
(d) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(if) Each The Pledgor shallagrees to pay, promptly (but and to save the Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any event within thirty (30) days and all stamp, excise, sales or such later date as agreed other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesthis Pledge Agreement.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Insignia Properties Trust /), Pledge and Security Agreement (Insignia Properties Trust /)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor Upon the Investor’s request, the Founder and the Company shall reasonably assist and cooperate with the Investor in connection with any regulatory approval (including antitrust clearance) or third-party consent or waiver that is reasonably necessary for the Closing of Call Option, including promptly notify providing all such documents, reports, financial information, and other information relating to the Administrative AgentFounder, in writingthe Company, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lendersand their respective Affiliates, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date giving all notices, as agreed to reasonably requested by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge AgreementInvestor.
(b) The Pledgors agree that as partners Company shall use its reasonable efforts to cause the Company’s depositary to deliver ADSs to the Investor from time to time upon the Investor’s deposit of any Option Shares with the Company’s depositary or its designated custodian and the satisfaction of any other customary requirements and, in connection therewith, the Company shall cause new share certificate(s) to be issued and entries on the Company’s register of members to be entered with respect to such shares in the Partnerships/LLCs they will abide byname of the Company’s depositary, perform without restrictive legends, for the purpose of such deposit. In connection with the Investor’s deposit of any Option Shares and discharge each the issuance of ADSs representing such shares, (i) the Company shall bear fees and every material obligationexpenses, material covenant if any, related to the cancellation of any share certificates representing such shares and material agreement to be abided byissuance of new share certificates, performed the updating of the Company’s register of members of any deposit of such shares with the Depositary or discharged its designated custodian, and if any legal opinion by the Pledgors under counsel to the terms Company is required in connection with the deposit of such shares, the issuance of such legal opinion, and (ii) the Investor shall bear any ADS issuance fees and other charges of the partnership agreements Depositary and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Partiesits custodian.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative AgentInvestor (which consent may be withheld, no Pledgor will conditioned or delayed at its sole discretion), (i) vote the Company shall not authorize or issue, or permit the conversion of any Company Securities into, any Class B Ordinary Shares or other Company Securities carrying more votes per Company Security than the number of votes per share for the Class A Ordinary Shares; and (ii) except pursuant to enableSection 4.1(e) or as the result of a Transfer permitted by Section 3.1, the Founder shall not convert, or take any other action that will or is reasonably expected to permitresult in the conversion of, any Issuer Class B Ordinary Shares beneficially owned by him to Class A Ordinary Shares or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities class of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests Company Securities that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or result in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of Founder holding less than the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted LiensOption Shares.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 2 contracts
Sources: Investor Rights Agreement (Secoo Holding LTD), Investor Rights Agreement (Qudian Inc.)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from (a) From and after the date of this Pledge Agreement hereof and until the Obligations Closing Date, unless Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), other than the periodic revision and adoption of Keystone-Conemaugh Owners Committee Administrative Procedures in the ordinary course of business consistent with past practice, Seller shall not enter into any contract, agreement, commitment or arrangement relating to the Purchased Assets or the Jointly Owned Stations that provides for future annual payments by Seller in excess of $50,000 unless such contract, agreement, commitment or arrangement is (i) terminable by Seller prior to the Closing or by Buyer at or after the Closing, without payment of penalty or premium, upon no more than ninety (90) days' notice, (ii) constitutes an Excluded Asset and Excluded Liability or (iii) has been executed by all co-owners of any Jointly Owned Station (other than contingent indemnification obligations Seller), it being understood that this Section 6.10(a) is not yet due intended to, and Bank Product Debt) are paid shall not, restrict in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect manner the ability of Keystone Fuels, LLC, Conemaugh Fuels, LLC or the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor operator of any Collateral after the date hereof. At the request of the Administrative Agent Jointly Owned Station from entering into any contract, agreement, commitment or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after arrangement without such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreementconsent.
(b) The Pledgors agree that as partners or members in From and after the Partnerships/LLCs they will abide bydate hereof and until the Closing Date, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs except to the extent such failure would reasonably be expected to result in a Material Adverse Effectprohibited by applicable Law or any contract, at no cost agreement, commitment or expense arrangement relating to the Purchased Assets to which Seller is a party or by or to which the Purchased Assets are bound or subject, Seller shall (i) keep Buyer reasonably informed of the status and progress of meetings and actions by the Keystone-Conemaugh Owners, Operations and Administrative Agent Committees, including providing to Buyer, if practicable in advance of any such meeting, copies of agendas for such meetings, and (ii) prior to casting its vote with respect to any action of any such Keystone-Conemaugh Committee, use Commercially Reasonable Efforts to inform Buyer of the Secured Partiespendency of such action, consult with Buyer with respect to such action and take into account the views of Buyer stated during such consultation in determining whether to approve such action, it being understood that, subject to Section 6.10(a), Seller may make such determination in its sole and absolute discretion.
(c) If any Pledgor shallAll communications and consultations contemplated by Sections 6.1(a), 6.3, 6.4 and 6.10(b) shall take place between the respective designated representatives of Seller and Buyer, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to may be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and designated from time to time, upon time by Seller and Buyer in the written request of the Administrative Agentmanner contemplated by Section 10.8. Seller's initial designated representatives shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral Buyer's initial designated representatives shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Pepco Holdings Inc)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent itself and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the CollateralPledged Stock, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgorthe Pledgor 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 Secured Obligations; provided, that at in no time event shall more than 66.66% of all the issued and outstanding shares of all classes of capital stock of each of the Canadian Subsidiaries and U.K. Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Pledged Stock upon the liquidation or Partnership/LLC Interests dissolution of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of shall be held by the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of Administrative Agent as additional collateral security for the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Obligations.
(db) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralPledged Stock, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(but e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including without limitation the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in any event within thirty (30) days or such later date as agreed to by the reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent for the ratable benefit of itself and the Lenders.
(f) after Without the acquisition prior written consent of additional the Administrative Agent, the Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the shares of capital stock of the U.K. Borrowers or Canadian Borrowers owned by the Pledgor but not pledged hereunder, or any Issuers interest therein, except as otherwise permitted pursuant to Section 10.3 or partnership Section 10.4 of the Amended and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesRestated Credit Agreement.
Appears in 2 contracts
Sources: Pledge Agreement (Acc Corp), Pledge Agreement (Acc Corp)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the CollateralPledged Stock, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided. In addition, that at no time any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of the 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 Stock or Partnership/LLC Interests any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of any the capital of the Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary pursuant to the reorganization thereof, the property so distributed shall 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 an Excluded Domestic Subsidiary exceed sixty-five percent (65%) property so paid or distributed in respect of the voting Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or voting Partnership/LLC Interests of property is paid or delivered to the Administrative Agent, hold such Subsidiary and one hundred percent (100%) money or property in trust for the Administrative Agent, segregated from other funds of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryPledgor, as additional collateral security for the Obligations.
(db) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any the Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein grantedgranted provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly (but in any event within thirty (30) days or such later date as agreed and to by save the Administrative Agent) after Agent and the acquisition Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of additional shares the Collateral or in connection with any of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharestransactions contemplated by this Pledge Agreement.
Appears in 2 contracts
Sources: Credit Agreement (RCN Corp /De/), Credit Agreement (Cable Michigan Inc)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, Stockholder agrees that, from during the Support Period, Stockholder shall not directly or indirectly, and after the date shall ensure that each of this Pledge Agreement until the Obligations (other than contingent indemnification obligations Stockholder’s Representatives does not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized directly or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminatedindirectly:
(a) Each Pledgor shall promptly notify solicit, initiate, knowingly encourage, knowingly assist, or knowingly facilitate the Administrative Agentmaking, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement submission or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor announcement of any Collateral after the date hereof. At the request of the Administrative Agent Acquisition Proposal or the Required Lenders, each Pledgor shall promptly (and in Acquisition Inquiry or take any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree action that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result lead to an Acquisition Proposal or Acquisition Inquiry;
(b) furnish or otherwise provide access to any non-public information regarding any of the Acquired Corporations to any Person in a Material Adverse Effect, at no cost connection with or expense in response to the Administrative Agent and the Secured Parties.an Acquisition Proposal or Acquisition Inquiry;
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive engage in discussions or shall receive any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection negotiations with any reclassification, increase Person with respect to any Acquisition Proposal or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.Acquisition Inquiry;
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, make any disclosure or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent communication to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, Person (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, than Stockholder or any claim Representative of any Person with respect toStockholder) regarding the Merger, any of the Collateralother Contemplated Transactions, this Support Agreement, the Merger Agreement or any interest thereinAcquisition Proposal or Acquisition Inquiry (without Parent’s prior written approval) unless (i) Stockholder shall have been advised by Stockholder’s outside legal counsel that such disclosure or communication is required by applicable law and (ii) prior to making such disclosure or communication, except Stockholder shall have provided Parent with reasonable (and in no event less than 48 hours’) advance written notice of Stockholder’s intent to make such disclosure or communication, the Lien created by this Pledge Agreement content of such disclosure or Permitted Liens. The Pledgors will defend communication and the right, title and interest identities of the Administrative Agent in and Persons to the Collateral against the claims and demands of all Persons whomsoever other than with respect which such disclosure or communication is intended to Permitted Liens.be made;
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (support, endorse or accept any Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle or Contract relating directly or indirectly to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).any Acquisition Proposal;
(f) No Pledgor will, except upon prior written notice to take any action that could result in the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority revocation or invalidation of the Security Interests and, if applicable, a written supplement Proxy or that is reasonably determined by Parent to suggest that Stockholder no longer supports the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleadingMerger; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant agree or publicly propose to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral actions referred to in this Section 5 or otherwise prohibited by this Support Agreement. Stockholder shall be immediately cease and discontinue any existing discussions with any Person that related to any Acquisition Proposal or become evidenced Acquisition Inquiry. Notwithstanding the foregoing, this Section 5 shall not prevent Stockholder from engaging in the activities set forth in Section 4.3(b) or Section 4.3(c) of the Merger Agreement, but only if the Company is permitted to take such actions permitted by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreementsections.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, The Company covenants that all shares of Common Stock issued upon obtaining knowledge conversion of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (Notes will be fully paid and in any event within ten (10) Business Days after such request or such later date as agreed to non-assessable by the Administrative Agent) deliver Company and free from all taxes, liens and charges with respect to the Administrative Agent updated Schedules to this Pledge Agreementissue thereof.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide byCompany covenants that, perform and discharge each and every material obligation, material covenant and material agreement if any shares of Common Stock to be abided byprovided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon conversion, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreementsCompany will, as applicable, of the Partnerships/LLCs to the extent then permitted by the rules and interpretations of the Commission, secure such failure would reasonably be expected to result in a Material Adverse Effectregistration or approval, at no cost or expense to as the Administrative Agent and the Secured Partiescase may be.
(c) If Following the Qualified Public Company Event, the Company further covenants that if at any Pledgor shalltime the Common Stock shall be listed on any national securities exchange or automated quotation system, the Company shall list and keep listed, so long as a result of its ownership the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryNotes.
(d) Without In connection with a SPAC Transaction, each Holder shall be required to agree that, upon consummation of the SPAC Transaction, such Holder will not convert its Notes (except in connection with a Change of Control or Fundamental Change) or take any action described in clause (i) or (ii) of Section 14.09(e) for a period equal to the lesser of (i) one hundred eighty (180) days following the closing of such SPAC Transaction and (ii) the length of the shortest “lock-up” period agreed to by any investor in the SPAC Transaction Financings (which shall be deemed to be zero (0) in the event any investor in the SPAC Transaction Financings is not required to agree to any “lock-up”).
(e) Each Holder hereby agrees that it will not, without the prior written consent of the Administrative Agentmanaging underwriter, no Pledgor will during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the Company’s first underwritten public offering of its Common Stock under the Securities Act (the “IPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA or NYSE rules, or any successor provisions or amendments thereto) (such period, the “Lock-Up Period”), (i) vote lend; offer; pledge; sell; contract to enablesell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or take any other action warrant to permitpurchase; or otherwise transfer or dispose of, directly or indirectly, any Issuer shares of Common Stock or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right exercisable or exchangeable (directly or indirectly) for Common Stock (“Registrable Securities”) held immediately prior to purchase such registration or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent enter into any swap or other arrangement that transfers to any modificationanother, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein in whole or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect topart, any of the Collateraleconomic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liensotherwise. The Pledgors will defend Company shall deliver an Officer’s Certificate to the Trustee and the Holders no later than the interest record date prior to the Maturity Date of any Lock-Up Period and related extension of the Maturity Date. The foregoing provisions of this Section 14.09(e) shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than 1% stockholders of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock of the Company). In the event that a release is granted to any such officer, director or greater than 1% stockholder other than the Holders relating to the lock-up restrictions set forth above for shares of the Common Stock, the same percentage of shares of the Common Stock held by the Holders or issuable to the Holders upon conversion of the Notes shall be immediately and fully released on the same terms from any remaining lock-up restrictions set forth herein. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 14.09(e) and shall have the right, title power, and interest authority to enforce the provisions hereof as though they were a party hereto. The foregoing provisions of the Administrative Agent in this Section 14.09(e) shall not apply to a Direct Listing and shall only be applicable to the Collateral against IPO if the claims and demands of all Persons whomsoever other than Company has not already completed a Direct Listing. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Permitted Liens.
the Registrable Securities of each Holder (e) Each Pledgor shall maintain and the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (shares or securities of every other person subject to the extent required to do so hereunderforegoing restriction) until the end of such period. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all capital stock of the Company of each Holder (and the shares or securities of every other person subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (restriction contained in each casethis Section 14.09(e)): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, other than with respect to Permitted Liens arising under operation of law)AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”
(f) No Pledgor willEach Holder hereby agrees that it will assess in advance whether its acquisition, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent sale, or transfer of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority voting shares of the Security Interests andCompany would be subject to advance reporting and waiting period requirements under any Antitrust Law and if so it will not acquire, if applicablesell, a written supplement to or transfer any voting shares of the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization Company until the required filings have been made under the Antitrust Laws and the required waiting period expirations or terminations and the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by required approvals under the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities AccountAntitrust Laws have been obtained.
(g) Pursuant The Trustee shall have no obligation to monitor each Holder’s compliance with this Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest14.09.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant Each Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent itself and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by If such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, Agent if required, together with an undated stock power covering such certificate duly executed in blank by such PledgorPledgor 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 Secured Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or Partnership/LLC Interests dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or Partnership/LLC that property so paid or distributed in respect of any Collateral shall be received by any Pledgor, such Pledgor shall, until such money or property is a First Tier Foreign Subsidiary paid or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of delivered to the voting Pledged Stock Administrative Agent, hold such money or voting Partnership/LLC Interests property in trust for the Administrative Agent, segregated from other funds of such Subsidiary and one hundred percent (100%) of Pledgor, as additional collateral securing the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.Secured Obligations;
(db) Without the prior written consent of the Administrative Agent, no such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer unless, in each case, such stock or other security becomes "Pledged Stock", "Pledged Debt" or "Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinInterests" hereunder, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralCollateral (except as expressly permitted by the Credit Agreement), or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted Liensexpressly permitted by the Credit Agreement or (iv) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto (other than with respect to any Inactive Subsidiary). The Pledgors Such Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule IIwhomsoever;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant (a) Each Pledgor agrees that in the event any security and agree other property received by such Pledgor to be credited to an Account is registered in the name of such Pledgor, payable to the order of such Pledgor or specially indorsed to such Pledgor, such Pledgor shall deliver such security or other property to the applicable Custodian indorsed to such Custodian or in blank.
(b) No Pledgor will (i) change its name, identity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex B, or (iii) change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by merger or otherwise), unless in each case such Pledgor has (1) given twenty (20) days’ prior written notice to the Administrative Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Administrative Agent may reasonably request, and (2) delivered to the Administrative Agent ten (10) days prior to any such change or removal such documents, instruments and financing statements as may be required by the Administrative Agent, for all in form and substance satisfactory to the ratable benefit Administrative Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Administrative Agent (including, at the request of the Administrative Agent, delivery of opinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3(b).
(c) Except as permitted by the Credit Agreement, no Pledgor will sell, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge, grant any Lien with respect to or otherwise encumber any of the Collateral or any interest therein, except for the security interest created in favor of the Secured PartiesParties hereunder, that, from the Custodian Liens and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made except as may be otherwise expressly permitted in accordance with the terms of this Agreement and the Credit Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral.
(d) Any Pledgor may add a new Custodial Account as an “Account” under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by executing and delivering to the Administrative Agent a completed supplement to this Agreement in the form of Exhibit B (each, a “Pledge Supplement”); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a true and correct copy of a statement of such Account prepared by the Custodian thereof, indicating the contents of such Account as of a recent date, a new Control Agreement (or supplement to an existing Control Agreement) executed by the applicable Custodian and the Commitments are terminated:Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and (if applicable) a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the Collateral Value (with respect to all remaining Accounts of such Pledgor and all other Collateral pledged by such Pledgor pursuant to any Credit Document) would equal or exceed the sum of the Stated Amount of such Pledgor’s Tranche 2 Letters of Credit plus such Pledgor’s Tranche 2 Reimbursement Obligations and (B) no other Default or Event of Default would exist. Each Pledgor hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement, and agrees that all Collateral listed or referred to on any Pledge Supplement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof.
(ae) Each In the event any Custodian gives notice of termination of any Control Agreement covering an Account where any Pledged Assets are held, the applicable Pledgors shall have the right to appoint a successor Custodian, which shall be a commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $1,000,000,000 and which appointment shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall promptly notify have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in writingeach applicable Account to the successor Custodian, upon obtaining knowledge of and (iiii) any Lien (other than the Lien created by this Pledge successor Custodian and each applicable Pledgor shall have entered into a Control Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of with the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (in form and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would substance reasonably be expected to result in a Material Adverse Effect, at no cost or expense satisfactory to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shallapplicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, as a result of its ownership of the Collateralopinions and instruments, become entitled to receive or shall receive any Certificated Securities (includingand taken all such other action, 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to reasonably requested by the Administrative Agent in order to perfect the exact form receivedAdministrative Agent’s security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors, duly indorsed by and shall have accepted such Pledgor appointment, prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian or may direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, Agent as additional collateral security Collateral for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) benefit of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Parties.
(df) Without the prior written consent of the Administrative AgentEach Pledgor agrees that it will, no Pledgor will (i) vote to enableat its own cost and expense, or take any other action and all actions necessary to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will warrant and defend the right, title and interest of the Administrative Agent Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted LiensPersons.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, Shareholder agrees that, from during the Support Period, Shareholder shall not directly or indirectly, and after the date shall ensure that each of this Pledge Agreement until the Obligations Shareholder’s Representatives (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, as defined in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Merger Agreement) and the Commitments are terminateddoes not directly or indirectly:
(a) Each Pledgor shall promptly notify solicit, initiate, encourage, assist, induce or facilitate the Administrative Agentmaking, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement submission or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor announcement of any Collateral after the date hereof. At the request of the Administrative Agent Acquisition Proposal or the Required Lenders, each Pledgor shall promptly (and in Acquisition Inquiry or take any event within ten (10) Business Days after such request action that could reasonably be expected to lead to an Acquisition Proposal or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.Acquisition Inquiry;
(b) The Pledgors agree that as partners furnish or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement otherwise provide access to be abided by, performed or discharged by the Pledgors under the terms any information regarding any of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs Acquired Corporations to the extent such failure would reasonably be expected any Person in connection with or in response to result in a Material Adverse Effect, at no cost an Acquisition Proposal or expense to the Administrative Agent and the Secured Parties.Acquisition Inquiry;
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive engage in discussions or shall receive any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection negotiations with any reclassification, increase Person with respect to any Acquisition Proposal or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.Acquisition Inquiry;
(d) Without make any disclosure or communication to any Person (other than Shareholder or any Representative of Shareholder) regarding the Merger, any of the other Contemplated Transactions, this Support Agreement, the Merger Agreement or any Acquisition Proposal or Acquisition Inquiry (without Parent’s prior written consent of the Administrative Agent, no Pledgor will approval) unless (A) (i) vote to enable, Shareholder shall have been advised by Shareholder’s outside legal counsel that such disclosure or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, communication is required by applicable law and (ii) consent prior to any modificationmaking such disclosure or communication, extension Shareholder shall have provided Parent with reasonable (and in no event less than 48 hours’) advance written notice of Shareholder’s intent to make such disclosure or alteration communication, the content of such disclosure or communication and the identities of the terms of any partnership agreement Persons to which such disclosure or operating agreement of the Partnerships/LLCs that communication is materially adverse intended to the interests of the Administrative Agent under the Loan Documentsbe made, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of disclosure or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.communication contains only publicly available information;
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (support, endorse, approve, adopt or accept any Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle or Contract constituting or relating directly or indirectly to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).any Acquisition Proposal or Acquisition Transaction;
(f) No Pledgor will, except upon prior written notice to take any action that could result in the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority revocation or invalidation of the Security Interests and, if applicable, a written supplement Proxy or that is reasonably determined by Parent to suggest that Shareholder no longer supports the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleadingMerger; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant agree or publicly propose to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral actions referred to in this Section 5 or otherwise prohibited by this Support Agreement. Shareholder shall be immediately cease and discontinue any existing discussions with any Person that related to any Acquisition Proposal or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge AgreementAcquisition Inquiry.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due CHAR2\▇▇▇▇▇▇▇▇▇ and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made cash collateralized in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that (A) provides that such Partnership/LLC Interests are Securities governed by Article 8 of the Code or (B) is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist CHAR2\▇▇▇▇▇▇▇▇▇ any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty five (305) days Business Days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since CHAR2\▇▇▇▇▇▇▇▇▇ the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each The Pledgor shall promptly notify will not, without thirty (30) days' prior written notice to the Administrative Agent, in writingchange its name, identity or corporate structure so as to make any financing or other statement filed as provided herein become seriously misleading. The Pledgor will, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent Agent, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the Required Lendersforegoing, each Pledgor shall promptly and other documents (and pay the costs of filing or recording the same in any event within ten (10) Business Days after such request or such later date as agreed to all public offices deemed necessary by the Administrative Agent) deliver to and do such other acts and things, all as the Administrative Agent updated Schedules may from time to this Pledge Agreementtime reasonably request to establish and maintain a valid perfected pledge and security interest in the Collateral. Pledgor hereby constitutes and appoints the Administrative Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by Pledgor.
(b) The Pledgors agree that as partners Pledgor will pledge hereunder, immediately upon its acquisition (directly or members in the Partnerships/LLCs they will abide byindirectly) thereof, perform any and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs all additional Debt owed to the extent such failure would reasonably be expected to result Pledgor by any obligor in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Partiesan amount exceeding $100,000.
(c) If any the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities stock or other 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, 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 Secured Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or Partnership/LLC Interests dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or Partnership/LLC that property so paid or distributed in respect of any Collateral shall be received by any Pledgor, such Pledgor shall, until such money or property is a First Tier Foreign Subsidiary paid or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of delivered to the voting Pledged Stock Administrative Agent, hold such money or voting Partnership/LLC Interests property in trust for the Administrative Agent, segregated from other funds of such Subsidiary and one hundred percent (100%) of Pledgor, as additional collateral securing the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Obligations.
(d) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the terms of any partnership agreement partnership, membership or operating agreement of the LLCs or the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement partnership, membership or operating agreement of any of the Partnerships/LLCs Partnerships or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan DocumentsLLCS, as applicable, or waive any breach of or default under any partnership such agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Such Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to will advise the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validitypromptly, perfection and priority of the Security Interests andin reasonable detail, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization any Lien or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity claim made or corporate or organizational structure to such an extent that asserted against any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 material part of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.Collateral,
Appears in 1 contract
Certain Covenants. The Pledgors covenant Borrower covenants and agree agrees with the Administrative Agent, Lender for the ratable benefit of the Administrative Agent and the Secured Parties, Lender that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent 3.4.1 Borrower has and will have good and merchantable title to exercise any all of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lendersassets, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of including the Collateral, become entitled in each case as from time to receive time owned or acquired by it, and shall receive any Certificated Securities (includingkeep the Collateral free and clear of all Liens, 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, other than those granted to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted LiensLender. The Pledgors Borrower will defend the right, such title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever whomsoever.
3.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Collateral and will, at its own cost and expense, cause said Liens to be perfected and continued perfected, and for such purpose Borrower will from time to time at the request of Lender and at the expense of Borrower, make, execute, acknowledge and deliver, and file or record, or cause to be filed or recorded, in the proper filing places, all such instruments, documents and notices, including without limitation financing statements and continuation statements, as Lender may deem necessary or advisable from time to time in order to perfect and continue perfected said security interest. Borrower will do all such other acts and things and make, execute, acknowledge and deliver all such other instruments and documents, including without limitation further security agreements, pledges, endorsements, assignments and notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the priority of said Liens as a first and only Lien on and security interest in the Collateral prior to the rights of all other Persons therein or thereto.
3.4.3 Borrower will not, without the prior written consent of Lender, (i) borrow or permit any Person to borrow against the Collateral other than the Loan to Borrower from Lender pursuant to this Agreement; (ii) create, incur, assume or suffer to exist any Lien with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleadingCollateral; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) levy or attachment to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with made against any of the Collateral shall be except any levy or become evidenced by attachment relating to this Agreement; or (iv) permit any promissory note, other instrument mortgage/deed of trust or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, financing statement to be held as Collateral pursuant on record file with respect to this Pledge Agreementany of the Collateral, except mortgages/financing statements in favor of Lender.
(i) Each Pledgor shall3.4.4 Risk of loss of, promptly (but damage to or destruction of the Collateral is and shall remain upon Borrower. Borrower will insure the Collateral as provided in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.Section 6.3
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the other Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments Loan Documents are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the other Secured Parties.
(cb) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such PledgorPledgor and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic first-tier foreign Subsidiary exceed sixty-five six percent (6566%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Agent as additional collateral security for the Obligations.
(dc) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) except as expressly provided to the contrary herein or in the Loan Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan DocumentsLLCs, (iii) except as expressly provided to the contrary herein or in the Credit Loan Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Loan Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except (i) the Lien created by this Pledge Agreement or Permitted Liensand (ii) the Burger King Rights. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(ed) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) having the priority described in Section 5 and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law)whomsoever.
(fe) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(gf) Pursuant to Section 9-509 of the Code and any other Applicable LawLegal Requirement, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest. Further, a photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
(hg) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. In furtherance of the foregoing, at the request of the Agent, the Pledgors shall cause each of the partners and members of each of the Partnerships/LLCs to execute a consent in form and substance satisfactory to the Agent evidencing the consent of such partners and members to the pledge of the Partnership/LLC Interests pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant For so long as any Bonds or Default Debentures held by the Holder remain outstanding or the Holder beneficially owns any shares of Common Stock issued upon conversion of Default Debentures, the Company covenants and agree agrees with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, Holder that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify It will maintain the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any listing of its remedies hereunder or (b) Common Stock on the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.NASDAQ National Market;
(b) The Pledgors agree that as partners or members in Subsequent to the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms filing of the partnership agreements Amendment (as hereinafter defined), it will not issue stop transfer instructions to its transfer agent with respect to and operating agreements, as applicable, will not place a restrictive legend on the shares of Common Stock issuable upon the conversion of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.Default Debentures;
(c) If any Pledgor shallit will permit the Holder to exercise its right to convert the Default Debentures, as a result if necessary, by telecopying an executed and completed Notice of its ownership Conversion to the Company and delivering the original Notice of Conversion and the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shallDefault Debentures, to the extent constituting CollateralCompany by express courier. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date. The Company will transmit the certificates representing shares of Common Stock issuable upon conversion of any Default Debentures (together with the certificates representing the Default Debentures, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith not so converted) to the Administrative Agent Holder via express courier, by electronic transfer or otherwise, within three business days after the date the Company has received the original Notice of Conversion and certificate representing the Default Debentures being so converted. In addition to any other remedies which may be available to the Holder, in the exact form receivedevent that the Company fails for any reason to effect delivery of such shares of Common Stock within such three-business day period, duly indorsed the Holder, prior to receiving such shares of Common Stock, will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such Pledgor effect to the Administrative AgentCompany whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; and
(d) it will prepare and file with the Securities and Exchange Commission (the "Commission") not later than twenty days from the date hereof, if requireda post-effective amendment (the "Amendment") to the registration statement, together with an undated stock power covering such certificate duly executed in blank by such PledgorRegistration No. 333-8395 (the "Registration Statement"), to be held which was declared effective by the Administrative AgentCommission on August 12, subject 1996, increasing the number of shares of Common Stock covered by the Registration Statement to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five Two Hundred percent (65200%) of the voting Pledged number of shares of Common Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) issuable upon the conversion of the non-voting Pledged Stock or non-voting Partnership/LLC Interests Default Debentures (the shares covered by the Registration Statement being referred to herein as the "Registration Shares") as would be issuable on the date of such Subsidiary.
(d) Without the prior written consent filing of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration Amendment if all of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs Default Debentures were converted on that is materially adverse to the interests of the Administrative Agent under the Loan Documentsdate, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms rules and regulations of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:Commission;
(i) change its jurisdiction prepare and file with the Commission such additional amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period of organization or not less than nine months and comply with the location applicable provisions of its chief executive office from that identified on Schedule IIthe rules and regulations of the Commission;
(ii) change its namefurnish to the Holder such number of copies of each prospectus included in the Registration Statement for the Registration Shares, identity or corporate or organizational structure including each preliminary prospectus, as such Holder shall reasonably request each of which shall be in conformity with the requirements of the rules and regulations of the Commission;
(iii) notify the Holder at any time, but in any event no later than five days following the happening thereof, when a prospectus relating to such Registration Shares is required to be delivered under rules and regulations of the Commission, of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an extent that untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of circumstances then existing, and at the Holder's request, prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registration Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(iv) cause all of the Registration Shares to be listed on the NASDAQ National Market;
(v) in instances where an exemption from such qualification is not available, use its best efforts to register or qualify the Registration Shares under the securities or Blue Sky laws of such jurisdictions as any financing such Holder shall reasonably request; and
(vi) notwithstanding any other provision of this Plan, the Debentures or the Default Bonds, the Amendment shall be deemed a registration statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered Company pursuant to the Administrative Agent Registration Rights Agreement, dated as of May 8, 1996, by and among the Company and the Holder (the "Registration Rights Agreement") and the Registration Shares covered by the Amendment and any shares of Common Stock issuable by the Company pursuant to Section 2) to the Default Debentures shall be held by any deemed Registrable Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 for all purposes of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Registration Rights Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Agreement and Plan of Exchange (Parlux Fragrances Inc)
Certain Covenants. The Pledgors covenant and agree with During the Administrative Agent, for period between the ratable benefit of the Administrative Agent date hereof and the Secured Parties, that, from and after Closing or the date earlier termination of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit its terms, except as contemplated by this Agreement) and the Commitments are terminated, required by applicable Law or otherwise agreed to in writing by Acquiror:
(i) none of the Sellers shall (a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose ofof (including by tender into the Tender Offer), or grant any option with respect topledge, the Collateral, hypothecate or (v) create, incur or permit to exist suffer any Lien or option in favor of, or any claim of any Person with respect toto be imposed upon, any of the CollateralSeller Shares, or (b) acquire any additional shares of the capital stock of the Company or any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock or other equity security of the Company, or any interest thereinsecurity, except the Lien created by this Pledge Agreement instrument or Permitted Liens. The Pledgors will defend the right, title and interest obligation that is or may become convertible into or exchangeable for any capital stock or other equity security of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule IICompany;
(ii) change its namethe Sellers and their respective Affiliates shall not, identity nor shall any of them authorize or corporate permit any of their Representatives acting on their behalf to, directly or organizational structure indirectly: (a) initiate, solicit or encourage any inquiry, proposal or offer from any Person (other than Acquiror) relating to such an extent that a possible Acquisition Transaction; (b) participate in any financing statement filed by the Administrative Agent discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Acquiror) relating to or in connection with this Pledge Agreement would become misleadinga possible Acquisition Transaction; oror (c) consider, entertain, approve, accept or ratify any proposal or offer from any Person (other than Acquiror) relating to a possible Acquisition Transaction, and the Sellers shall promptly notify the Acquiror in writing of any material inquiry, proposal or offer relating to a possible Acquisition Transaction that is received by any Seller or any of their respective Affiliates, or any of their Representatives;
(iii) permit none of the Sellers or their respective Affiliates shall take any Collateral (other than Certificated Securities delivered action, or fail to take any action required or contemplated under the terms of this Agreement or reasonably necessary or appropriate and requested by Acquiror in furtherance of the sale and purchase of the Seller Shares as contemplated hereunder, with the intent of, or that would reasonably be expected to, frustrate, hinder, delay, impede, or make unlikely or impossible the fulfillment of the conditions to the Administrative Agent pursuant Parties’ obligations to Section 2) to be held consummate the Closing, the Tender Offer, the Majority Share Acquisition, or any other transaction contemplated by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.this Agreement; and
(giv) Pursuant to Section 9-509 none of the Code and Sellers shall authorize any other Applicable Lawof, each Pledgor authorizes the Administrative Agent or agree or commit to file or record financing statementstake, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to actions described in the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
preceding clauses (i) Each Pledgor shall, promptly through (but in any event within thirty (30iii) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesthis Section 4.01(a).
Appears in 1 contract
Sources: Share Purchase Agreement (Sucampo Pharmaceuticals, Inc.)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the CollateralPledged Stock, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided. In addition, that at no time any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of the 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 Stock or Partnership/LLC Interests any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of any the capital of the Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary pursuant to the reorganization thereof, the property so distributed shall 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 an Excluded Domestic Subsidiary exceed sixty-five percent (65%) property so paid or distributed in respect of the voting Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or voting Partnership/LLC Interests of property is paid or delivered to the Administrative Agent, hold such Subsidiary and one hundred percent (100%) money or property in trust for the Administrative Agent, segregated from other funds of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryPledgor, as additional collateral security for the Obligations.
(db) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any the Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement; provided, however, nothing contain in the Section 5(b) shall prohibit the Mercom Contribution. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein grantedgranted provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly (but in any event within thirty (30) days or such later date as agreed and to by save the Administrative Agent) after Agent and the acquisition Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of additional shares the Collateral or in connection with any of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharestransactions contemplated by this Pledge Agreement.
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify Shareholder covenants and agrees that it will not buy any Shares from the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or Trust.
(b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At Each Shareholder covenants and agrees, at the request of Buyer made at any time after the Administrative Agent or purchase of the Required LendersTendered Shares and the cash-out of the Cash-Out Options by Buyer pursuant to the Offer, each Pledgor shall promptly (and in any event within ten (10) Business Days after to resign as a director of McM, effective immediately upon such request or such later date time as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured PartiesBuyer shall designate.
(c) If any Pledgor shall, as a result of its ownership of Each Shareholder not requested by Buyer to resign agrees to appoint to fill the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held vacancies created by the Administrative Agentresignations given pursuant to clause (b) above, subject to the terms hereofdirector nominees designated by Buyer, effective immediately upon Buyer's request or such later time as additional collateral security for the Obligations; provided, that at no time Buyer shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiarydesignate.
(d) Without the prior written consent Except as contemplated by Sections 1 and 2 of the Administrative Agentthis Agreement, no Pledgor will (i) vote to enableeach Shareholder hereby covenants and agrees that such Shareholder shall not, or take and shall not permit any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities beneficial owner of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreementhis Tendered Shares to, sell, transfer, tender, exercise, assign, transfer, exchange, hypothecate or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur create or permit to exist any Lien security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on such Shareholder's voting rights, charge or option in favor ofother encumbrance of any nature whatsoever with respect to such Tendered Shares or such Cash-Out Options, or any claim of any Person with respect to, agree to do any of the Collateralforegoing, or at any interest therein, except time prior to the Lien created earlier of (x) the purchase by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest Buyer of the Administrative Agent in Tendered Shares and the cash-out by Buyer of the Cash-Out Options pursuant to the Collateral against Offer or (y) the claims and demands termination of all Persons whomsoever other than with respect to Permitted Liensthis Agreement.
(e) Each Pledgor Shareholder agrees on the date hereof to terminate any election made by such Shareholder under the Company's 1996 Non-Employee Directors' Stock Plan (the "Directors Plan") to receive Shares in lieu of any accrued directors' fees otherwise payable in cash, which termination shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than be effective with respect to Permitted Liens arising under operation of law)all accrued fees payable on or after July 1, 1998.
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify Stockholder agrees that, during the Administrative Agent, in writing, upon obtaining knowledge period commencing on the date hereof and ending on the later of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any fifth anniversary of the Collateral which would adversely affect Closing Date, (ii) the ability first anniversary of termination of the Administrative Agent to exercise Amended and Restated Master Services Agreement and (iii) the first date on which Stockholder (together with its Affiliates) holds less than 10% of the outstanding shares of the capital stock of both Holdco and the Company, that neither Stockholder nor any of its remedies hereunder Affiliates will directly or indirectly, without obtaining the prior written permission of Parent (i) induce or encourage any employee of the Companies to terminate his or her employment with the Companies, (ii) solicit for employment or any similar arrangement any employee of the Companies or (biii) the acquisition hire or ownership by such Pledgor of assist any Collateral after the date hereof. At the request other Person in hiring any employee of the Administrative Agent Companies; provided that Stockholder and its Affiliates shall not be restricted from (i) accepting referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of the Required LendersCompanies, each Pledgor shall promptly (ii) making any general advertisement not targeted at employees of the Companies appearing in a newspaper, magazine, Internet sites or trade publication, or (iii) soliciting or hiring any person who has not been an employee of the Company for at least 180 days prior to being solicited or hired by Stockholder or any of its Affiliates and in whom neither Stockholder nor any event within ten of its Affiliates, subject to clauses (10i) Business Days after and (ii) of the proviso, have solicited over such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement180 day period.
(b) The Pledgors Parent and the Company agree that as partners or members in for the Partnerships/LLCs they will abide by, perform period commencing on the Closing and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by ending on the Pledgors under the terms second anniversary of the partnership agreements and operating agreementsClosing Date, as applicableneither Parent (including any of its Affiliates acting at the direction of Parent), Holdco nor the Company (including any of its controlled Subsidiaries or any of its other Affiliates acting at the direction of the Partnerships/LLCs Company or to whom information concerning the Companies or an Applicable Employee has been provided) will directly or indirectly, without obtaining the prior written permission of Stockholder, (x) solicit for employment or any similar arrangement any employee of Stockholder or any of its Affiliates with whom Parent or any of its Affiliates came into contact during the discussions relating to, negotiation of and execution of this Agreement or any Ancillary Agreement or who is then currently involved in providing services to the extent Companies under any Ancillary Agreement or (y) hire or assist any other Person in hiring any employee of Stockholders or any of its Affiliates with whom Parent or any of its Affiliates came into contact during the discussions relating to, negotiation of and execution of this Agreement or any Ancillary Agreement or who is then currently involved in providing services to the Companies under any Ancillary Agreement; provided that Parent, Holdco and the Company shall not be restricted from (x) accepting referrals for employment made by a placement agency or employment service so long as such failure would reasonably be expected to result placement agency or employment service has not targeted employees of Stockholder or any of its Affiliates, (y) making any general advertisement not targeted at employees of Stockholder or any of its Affiliates appearing in a Material Adverse Effectnewspaper, magazine, Internet sites or trade publication, or hiring any employees of Stockholder or any of its Affiliates as a result thereof or (z) soliciting or hiring any person who has not been an employee of Stockholders or any of its Affiliates for at no cost least 180 days prior to being solicited or expense hired by Parent, Holdco or the Company and whom none of Parent, Holdco or the Company, subject to clauses (x) and (y) of the Administrative Agent and the Secured Partiesproviso, have solicited over such 180 day period.
(c) If Stockholder and its Affiliates shall not until the later of (i) the fifth anniversary of the Closing Date (ii) the termination of the Amended and Restated Master Services Agreement and (iii) the first date on which Stockholder (together with its Affiliates) holds less than 10% of the outstanding shares of capital stock of both Holdco and the Company, directly or indirectly, engage in, manage, control, license, participate in, or own or control a financial interest in a Person (other than the Companies) that engages in, the Business (other than as contemplated in Section 5.6(e)); provided that neither Stockholder nor any Pledgor shall, as a result of its ownership Affiliates shall be required to terminate Transferred Agreements that cannot be validly transferred to the Company under their terms. Nothing in this Section 5.6(c) shall be deemed to apply (i) to services of the Collateraltype provided pursuant to the ISO Agreement between BPPR and the Company or (ii) if following the fifth anniversary of the Closing Date, become entitled to receive or shall receive any Certificated Securities Stockholder (including, without limitation, any certificate representing a stock dividend or a distribution in connection together with any reclassification, increase or reduction its Affiliates) holds less than 10% of the outstanding shares of capital or any certificate issued in connection with any reorganization)stock of both Holdco and the Company, option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any to services of the Collateral, or otherwise in respect thereof, type typically provided by Independent Sales Organizations (as such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent term is defined in the exact form received, duly indorsed by such Pledgor ISO Agreement) to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryMerchants.
(d) Without Parent and its Affiliates (other than the prior written consent Companies) shall not until the first date on which Parent (together with its Affiliates) hold less than 10% of the Administrative Agentoutstanding shares of capital stock of both Holdco and the Company engage in, no Pledgor will (i) vote to enablemanage, control, or take any other action to permit, any Issuer own or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other control an equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or interest in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of Person (other than the Partnerships/LLCs Companies) that engages in, the Parent Restricted Business (other than as contemplated in Section 5.6(f)) or (B) to the extent such action is materially adverse to the interests Persons listed in Schedule 5.6(d) of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted LiensParent Disclosure Schedule.
(e) Each Pledgor Notwithstanding Section 5.6(c), neither Stockholder nor any of its respective Affiliates shall maintain be precluded from:(A) owning up to 5% of the Security Interest created by this Pledge Agreement as voting equity of any publicly traded Person engaged in the Business, provided that such investment is a perfected first priority Security Interest non-controlling investment or (to the extent required to do so hereunderB) purchasing or acquiring (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands through merger, stock purchase or purchase of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of or substantially all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests andassets or otherwise) any Person engaged in the Business and continuing to operate such existing Business, provided that (x) such existing Business shall not represent more than 20% of the consolidated annual revenues of the business or entity acquired or (y) if such existing Business represents more than 20% of the consolidated annual revenues of the business or entity acquired, Stockholder or its Affiliates, as applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction divest, sell, dispose of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its nameotherwise transfer, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 within 12 months of the Code and any other Applicable Lawpurchase or acquisition thereof, each Pledgor authorizes the Administrative Agent to file sufficient assets or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature businesses of such Pledgor in such form and in such offices as Business to reduce the Administrative Agent determines appropriate to perfect consolidated annual revenues that the Security Interests Business represents of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein business or may contain an indication entity acquired to 20% or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interestless.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Merger Agreement (EVERTEC, Inc.)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, for the ratable benefit of itself, the Administrative Agent Lenders, the Issuing Lender and any Affiliate of a Lender party to a Hedging Agreement permitted pursuant to Section 10.1 of the Secured PartiesCredit Agreement, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each On or before the date of execution of this Pledge Agreement, the Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any cause each of the Collateral which would adversely affect the ability partners of each of the Administrative Agent Partnerships to exercise any of its remedies hereunder or (b) execute a consent in the acquisition or ownership by such Pledgor of any Collateral after form attached hereto evidencing the date hereof. At the request consent of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver partners to the Administrative Agent updated Schedules pledge of the Partnership Interests pursuant to this Pledge Agreement.
(b) The Pledgors agree Pledgor agrees that as partners or members a partner in the Partnerships/LLCs they Partnerships it will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors Pledgor under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured PartiesLenders.
(c) If any the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgorthe Pledgor 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; provided. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or Partnership/LLC Interests dissolution of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of Partnership shall be held by the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of Administrative Agent as additional collateral security for the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryObligations.
(d) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC Partnership to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs Partnerships or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs Partnerships by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(if) Each The Pledgor shallagrees to pay, promptly and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(but g) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including, without limitation, the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in any event within thirty (30) days or such later date as agreed to by the reasonable judgment of the Administrative Agent) after , to pledge the acquisition Pledgor's interest therein to the Administrative Agent, for the ratable benefit of additional shares itself, the Lenders, the Issuing Lender and any Affiliate of capital stock a Lender party to a Hedging Agreement permitted pursuant to Section 10.1 of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesCredit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Corrections Corporation of America)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the ----------------- Administrative Agent, Agent for the ratable benefit of the Administrative Agent itself and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the CollateralPledged Stock, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgorthe Pledgor 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; providedprovided that in no event shall more than 66.66% of all -------- the issued and outstanding shares of all classes of capital stock of each of the Foreign Subsidiaries constitute collateral security hereunder. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock upon the liquidation or Partnership/LLC Interests dissolution of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of shall be held by the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of Administrative Agent as additional collateral security for the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryObligations.
(db) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralPledged Stock, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(but e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including without limitation the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in any event within thirty (30) days or such later date as agreed to by the reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent for the ratable benefit of itself and the Lenders.
(f) after Without the acquisition prior written consent of additional the Administrative Agent, the Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the shares of capital stock of the Foreign Subsidiaries owned by the Pledgor but not pledged hereunder, or any Issuers interest therein, except as otherwise permitted pursuant to Section 9.3 or partnership and membership interests Section 9.4 of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesCredit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Acc Corp)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Collateral Agent for the ratable benefit of the Administrative Agent itself and the Secured Parties, Parties that, from and after the date of this Pledge Agreement until 4 the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Collateral, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Collateral Agent, hold the same in trust for the Administrative Collateral Agent and deliver the same forthwith to the Administrative Collateral Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgorthe Pledgor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or Partnership/LLC Interests dissolution of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of shall be held by the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of Collateral Agent as additional collateral security for the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Obligations.
(db) Without the prior written consent of the Administrative Collateral Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Collateral Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, 5 other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Collateral Agent, duly endorsed in a manner satisfactory to the Administrative Collateral Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(but in any event within thirty (30e) days On or such later date as agreed prior to by the Administrative Agent) after the formation or acquisition of additional shares any Subsidiary of capital stock the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including, without limitation, the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the reasonable judgment of any Issuers or partnership the Collateral Agent, to pledge the Pledgor's interest therein to the Collateral Agent for the ratable benefit of itself and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesSecured Parties.
Appears in 1 contract
Sources: Pledge Agreement (WLR Foods Inc)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent itself and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the CollateralPledged Interests, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the CollateralPledged Interests, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock Interests upon the liquidation or Partnership/LLC dissolution of the 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 Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of any the capital of the Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary pursuant to the reorganization thereof, the property so distributed shall 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 an Excluded Domestic Subsidiary exceed sixty-five percent (65%) property so paid or distributed in respect of the voting Pledged Stock Interests shall be received by the Pledgor, the Pledgor shall, until such money or voting Partnership/LLC Interests of property is paid or delivered to the Administrative Agent, hold such Subsidiary and one hundred percent (100%) money or property in trust for the Administrative Agent, segregated from other funds of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryPledgor, as additional collateral security for the Obligations.
(db) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any the Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly (but in any event within thirty (30) days or such later date as agreed and to by save the Administrative Agent) after Agent and the acquisition Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of additional shares the Collateral or in connection with any of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharestransactions contemplated by this Pledge Agreement.
Appears in 1 contract
Sources: Credit Agreement (RCN Corp /De/)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent itself and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the CollateralPledged Stock, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgorthe Pledgor 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 Secured Obligations; providedPROVIDED, that at in no time event shall more than 66.66% of all the issued and outstanding shares of all classes of capital stock of each of the Foreign Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Pledged Stock upon the liquidation or Partnership/LLC Interests dissolution of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of shall be held by the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of Administrative Agent as additional collateral security for the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Obligations.
(db) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralPledged Stock, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(but e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including without limitation the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in any event within thirty (30) days or such later date as agreed to by the reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent for the ratable benefit of itself and the Lenders.
(f) after Without the acquisition prior written consent of additional the Administrative Agent, the Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the shares of capital stock of any Issuers Foreign Subsidiary owned by the Pledgor but not pledged hereunder, or partnership and membership interests any interest therein, except as otherwise permitted pursuant to Section 10.3 or Section 10.4 of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesCredit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Acc Corp)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, for the ratable benefit of the Administrative Agent itself and the Secured PartiesLenders, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each The Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree agrees that as partners a partner or members member in the Partnerships/LLCs they it will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors Pledgor as and when required under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the Secured PartiesLenders.
(cb) If any the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgorthe Pledgor 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; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.Foreign
Appears in 1 contract
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent itself and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the CollateralPledged Stock, or otherwise in respect thereof, such the Pledgor shall, subject to, at any time prior to the extent constituting CollateralBorrowing Date, the Existing Pledge, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided. In addition, that any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of the Issuer shall, subject to, at no any time prior to the Borrowing Date, the Existing Pledge, 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 Stock or Partnership/LLC Interests any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of any the capital of the Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary pursuant to the reorganization thereof, the property so distributed shall 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 an Excluded Domestic Subsidiary exceed sixty-five percent (65%) property so paid or distributed in respect of the voting Pledged Stock shall be received by the Pledgor, the Pledgor shall, subject to, at any time prior to the Borrowing Date, the Existing Pledge, until such money or voting Partnership/LLC Interests of property is paid or delivered to the Administrative Agent, hold such Subsidiary and one hundred percent (100%) money or property in trust for the Administrative Agent, segregated from other funds of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryPledgor, as additional collateral security for the Obligations.
(db) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any the Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted Liensand, at any time prior to the Borrowing Date, the Existing Pledge. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall shall, subject to, at any time prior to the Borrowing Date, the Existing Pledge, be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly (but in any event within thirty (30) days or such later date as agreed and to by save the Administrative Agent) after Agent and the acquisition Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of additional shares the Collateral or in connection with any of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharestransactions contemplated by this Pledge Agreement.
Appears in 1 contract
Sources: Credit Agreement (RCN Corp /De/)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify Party and its Related Parties will conduct the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any Exploitation of the Collateral which would adversely affect Compounds and Products in a good scientific manner and in accordance in all material respects with all Applicable Laws, including governmental regulations concerning GLP, GCP, and cGMP and any applicable anti-corruption or anti bribery laws or regulations of any Governmental Authority with jurisdiction over the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership activities performed by such Pledgor Party or its Related Parties in furtherance of any Collateral after such obligations. In addition, if either Party is or becomes subject to a legal obligation to a Regulatory Authority or other Governmental Authority (such as a corporate integrity agreement or settlement agreement with a Governmental Authority), then the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after other Party will perform such request or such later date activities as agreed to may be reasonably requested by the Administrative Agent) deliver obligated Party to enable the Administrative Agent updated Schedules obligated Party to this Pledge Agreementcomply with its legal obligation to such Regulatory Authority with respect to Compounds and Products.
(b) The Pledgors agree During the Term, Ambrx will retain Control of and will not sell, transfer, lease, encumber, or otherwise dispose of any Ambrx IP and Ambrx Technology Platform IP that as partners or members is used by Ambrx in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms Exploitation of the partnership agreements and operating agreements, (as applicable) and Compounds and Products or is licensed to BeiGene under this Agreement, of the Partnerships/LLCs except with BeiGene’s prior written consent or as and to the extent expressly permitted by this Agreement or to grant a security interest or lien in or to any such failure would reasonably be expected Ambrx IP and Ambrx Technology Platform IP as part of a secured financing transaction, unless such security interest or lien is subordinate to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent this Agreement and the Secured Partieslicenses granted herein. During the Term, Ambrx shall not, and shall cause its Affiliates not to, enter into any agreement granting a license or other right under the Ambrx IP and Ambrx Technology Platform IP that is inconsistent with the options and rights granted to BeiGene under this Agreement.
(c) If Each Party shall not use, in any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution capacity in connection with the performance of its obligations under this Agreement, any reclassificationPerson that has been debarred pursuant to Section 306 of the FD&C Act, increase as amended, or reduction that is the subject of capital a conviction described in such section. Each Party agrees to inform the other Party in writing immediately if it or any certificate issued Person that is performing activities under this Agreement, is debarred or is subject to debarment or is the subject of a conviction described in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion ofSection 306 of the FD&C Act, or in exchange for if any of the Collateralaction, suit, claim, investigation or otherwise in respect thereof, such Pledgor shalllegal or administrative proceeding is pending or, to the extent constituting Collateral, accept the same as the agent best of the Administrative Agentnotifying Party’s knowledge, hold the same in trust for the Administrative Agent and deliver the same forthwith is threatened, relating to the Administrative Agent debarment or conviction of the notifying Party or any Person or entity used in the exact form received, duly indorsed any capacity by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock Party or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than its Affiliates with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location performance of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent obligations under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Collaboration and Exclusive License Agreement (Ambrx Biopharma Inc.)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured PartiesLenders, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made cash collateralized in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agentrequest) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the Secured PartiesLenders.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, except as provided by Section 10.4(d) of the Credit Agreement, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that (A) provides that such Partnership/LLC Interests are Securities governed by Article 8 of the Code or (B) is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty five (305) days or such later date as agreed to by the Administrative AgentBusiness Days) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor Subject to the other provisions of this Section IV, the Company shall promptly notify use its best efforts to file, within 60 days after the Administrative AgentTermination Date, a registration statement (the "Registration Statement") under the Securities Act covering all of the shares of Common Stock subscribed by the Subscriber hereunder (the "Registrable Shares"). The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as possible and, in writingany event, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral within 180 days after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge AgreementTermination Date.
(b) The Pledgors agree that as partners or members in In the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged event the registration effected by the Pledgors under Company pursuant to this Section 4.1 relates to an underwritten offering of securities, the terms Subscriber's right to registration pursuant to this Section 4.1 shall be conditioned upon its (i) participation in such underwriting, (ii) inclusion of the partnership agreements Registrable Shares therein and operating agreements, as applicable, (iii) execution of all customary underwriting documents requested by the Partnerships/LLCs to underwriter with respect thereto (the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties"Underwriter").
(c) If any Pledgor shallAll expenses (other than underwriting discounts and commissions, as a result brokerage fees, applicable transfer taxes and fees and expenses of counsel for the selling shareholders) incurred in connection with registrations, filings or qualifications pursuant to this Section 4.1, including, without limitation, all registration, filing and qualification fees, printers' and accounting fees and fees and disbursements of counsel for the Company. In addition, the Company will pay its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities internal expenses (including, without limitation, any certificate representing a stock dividend all salaries and expenses of its officers and employees performing legal or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationaccounting duties), option the expense of any annual audit or rightsquarterly review, whether in addition to, in substitution of, as a conversion of, the expense of any liability insurance obtained by the Company and the expenses and fees for listing or in exchange authorizing for any of quotation the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, securities to be held by the Administrative Agentregistered on each securities exchange, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged market or automated quotation system on which any shares of Common Stock are then listed or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiaryquoted.
(d) Without the prior written consent Each of the Administrative AgentCompany and the Subscriber will indemnify the other party hereto against all claims, no Pledgor will losses, damages and liabilities (ior actions in respect thereof) vote arising out of or based on any untrue statement (or alleged untrue statement) by the indemnifying party of a material fact contained in any prospectus or other document (including any related registration statement, notification or the like) incident to enableany registration of the type described in this Section 4.1, or take any omission (or alleged omission) by the indemnifying party to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such indemnified party for any legal and any other action to permitexpenses reasonably incurred in connection with investigating and defending any such claim, any Issuer loss, damage, liability or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests action; provided that no party will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) eligible for indemnification hereunder to the extent that any such action is materially adverse to the interests of the Administrative Agent under the Loan Documentsclaim, waive any breach loss, damage, liability or expense arises out of or default under is based on any partnership agreement untrue statement or operating agreement of any of the Partnerships/LLCs omission based upon written information furnished by any other such party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option for use in connection with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienssuch registration.
(e) Each Pledgor The Subscriber shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (furnish to the extent required Company or the Underwriter, as applicable, such information regarding the Subscriber and the distribution proposed by it as the Company may reasonably request in connection with any registration or offering referred to do so hereunder) (subject to Permitted Liens) and in this Section 4.1. The Subscriber shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents cooperate as reasonably requested by the Administrative Agent Company in connection with the preparation of the registration statement with respect to such registration, and for so long as the Company is obligated to file and keep effective such registration statement, shall provide to the Company, in writing, for use in the registration statement, all such information regarding the Subscriber and its plan of distribution of the Registrable Shares included in such registration as may be reasonably necessary to enable the Company to prepare such registration statement, to maintain the validity, perfection currency and priority effectiveness thereof and otherwise to comply with all applicable requirements of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent law in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Accounttherewith.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Subscription Agreement (Promos Inc)
Certain Covenants. The Pledgors covenant Each Pledgor hereby covenants and agree agrees with the Administrative Agent, for the ratable benefit of the Administrative Agent Lenders and the Secured PartiesInfogrames U.S., that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are Aggregate Commitment is terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement As a partner or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members member in the Partnerships/LLCs they listed under such Pledgor's name on Schedule I, it will abide by, perform and discharge each and every material 8 8 obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors such Pledgor as and when required under the terms of the partnership agreements and operating agreements, as applicable, of the such Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and Agent, the Secured Parties.Lenders or Infogrames U.S.
(cb) If any such Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative AgentAgent and Infogrames U.S., hold the same in trust for the Administrative Agent and Infogrames U.S. and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such PledgorPledgor 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; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock issued and outstanding shares of all classes of capital stock of such Subsidiary or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) owned by such Pledgor. In addition, any sums paid to such Pledgor upon or in respect of such Collateral upon the non-voting Pledged Stock liquidation or non-voting dissolution of any Issuer or Partnership/LLC Interests of such Subsidiaryshall be held by the Administrative Agent as additional collateral security for the Obligations.
(dc) Without the prior written consent of the Administrative Agent, no such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC listed under such Pledgor's name on Schedule I to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinLLC, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the material terms of any partnership agreement or operating agreement of the any such Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan DocumentsLLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the such Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any material breach of or default under any partnership agreement or operating agreement of any of the such Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, to the Collateral, except as permitted by the Loan Documents or the Infogrames Bridge Loan Documents, or (v) create, incur or permit to exist any Lien on or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created Liens provided for by this Pledge Agreement or Permitted Liens. The Pledgors Such Pledgor will defend the right, title and interest of the Administrative Agent and Infogrames U.S. in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hd) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgorssuch Pledgor, the Pledgors such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ie) Each Such Pledgor shallagrees to pay when due, promptly (but in any event within thirty (30) days or such later date as agreed and to by save each of the Administrative Agent, the Lenders and Infogrames U.S. harmless from, any and all liabilities with respect to, or resulting from any delay in paying (except due to any delay caused by the gross negligence or willful misconduct of the Administrative Agent, any such Lender or Infogrames U.S., respectively), any and all applicable stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(f) after On or prior to the formation or acquisition of additional shares any Subsidiary by such Pledgor, such Pledgor agrees to execute the Joinder Agreement, attached to the Credit Agreement (which among other things, supplements this Pledge Agreement), and such other documents and instruments as required pursuant to Section 8.12 of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesCredit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgors covenant (a) All securities and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations other property held or contained in or credited to an Account (other than contingent indemnification obligations not yet due and Bank Product Debtcash) are paid in full (or, shall be registered in the case name of Letters the Custodian of Credit, Cash Collateralized such Account in a manner sufficient to create a security entitlement in favor of the applicable Pledgor against such Custodian with respect to such securities or other arrangements made property. In no event shall any such securities or other property be registered in the name of, payable to, or endorsed in favor of, any Pledgor, except to extent the same has been specially endorsed in favor of the applicable Custodian. All cash held or contained in or credited to an Account shall be held or contained in or credited to (as the case may be) a Deposit Account and shall not be held or contained in or credited to any Fund Account. In the event that any Pledgor desires to include, as part of the Collateral, any "Bank Loans" (as defined in the form of Control Agreement attached hereto as Exhibit B) or any other property or interest (other than cash) not treated as a "financial asset" within the meaning of Section 8-102(9) of the Uniform Commercial Code or otherwise not constituting a financial asset pursuant to the applicable Control Agreement, the Pledgor will cause such Bank Loans or other property or interest to be held in or credited to a separate Custodial Account from the other Collateral and shall ensure that such account is added as an "Account" under this Agreement pursuant to Section 4(d).
(b) [Reserved.]
(c) No Pledgor will sell, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge, grant any Lien with respect to or otherwise encumber (other than Permitted Collateral Liens), any of the Collateral or any interest therein, or terminate any Account or Custodial Agreement with respect to any Account, except as may be otherwise expressly permitted in accordance with the terms of this Agreement and the Credit Reimbursement Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral.
(d) Any Pledgor may add a new Custodial Account as an "Account" under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by executing and delivering to the Administrative Agent a completed supplement to this Agreement in the form of Exhibit C (each, a "Pledge Supplement"); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a true and correct copy of a statement of such Account prepared by the Custodian thereof, indicating the contents of such Account as of a recent date, a new Control Agreement (or supplement to an existing Control Agreement) executed by the Custodian and the Commitments are terminated:Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and (if applicable) a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the aggregate Collateral Value (with respect to all remaining Accounts and all other Collateral pledged pursuant to any Loan Document) would equal or exceed the Letter of Credit Outstandings and (B) no other Default or Event of Default would exist. Each Pledgor hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement, and agrees that all Collateral listed or referred to on any Pledge Supplement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof.
(ae) Each In the event any Custodian gives notice of termination of any Control Agreement, the applicable Pledgors shall have the right to appoint a successor Custodian, which shall be a commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $1,000,000,000, and which appointment shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall promptly notify have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in writingeach applicable Account to the successor Custodian, upon obtaining knowledge of and (iiii) any Lien (other than the Lien created by this Pledge successor Custodian and each applicable Pledgor shall have entered into a Control Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of with the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (in form and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would substance reasonably be expected to result in a Material Adverse Effect, at no cost or expense satisfactory to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shallapplicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, as a result of its ownership of the Collateralopinions and instruments, become entitled to receive or shall receive any Certificated Securities (includingand taken all such other action, 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to reasonably requested by the Administrative Agent in order to perfect the exact form receivedAdministrative Agent's security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors, duly indorsed by and shall have accepted such Pledgor appointment, prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian from among the Banks or otherwise or may direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, Agent as additional collateral security Collateral for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) benefit of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Parties.
(df) Without the prior written consent of the Administrative AgentEach Pledgor agrees that it will, no Pledgor will (i) vote to enableat its own cost and expense, or take any other action and all actions necessary to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will warrant and defend the right, title and interest of the Administrative Agent Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted LiensPersons.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Reimbursement Agreement (Ace LTD)
Certain Covenants. The Pledgors covenant Each Borrower hereby covenants and agree agrees as follows:
(a) With respect to Yellow Iron:
(i) On or before March 30, 2018 (or such later date as may be agreed to by Agent), Borrowers shall have (A) caused to be filed with the Administrative Agent, Secretary of State of the State of Delaware a Certificate of Dissolution providing for the ratable benefit dissolution of Yellow Iron and, thereafter, pursue the Administrative Agent dissolution of Yellow Iron with commercially reasonable diligence or (B) caused Yellow Iron to be joined as a Guarantor under the Credit Agreement and the Secured Partiesother Loan Documents, thatas applicable, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) Agreement and the Commitments are terminated:other Loan Documents; and
(aii) Each Pledgor shall promptly notify Until the Administrative Agentearlier to occur of the dissolution of Yellow Iron and the date on which Yellow Iron is joined to the Credit Agreement and the other Loan Documents, as applicable, in writing, upon obtaining knowledge of accordance with the foregoing clause (i), H&E Delaware shall not permit Yellow Iron to (A) incur any Lien Indebtedness (other than any guarantee of Indebtedness of H&E Delaware incurred under any Senior Unsecured Note Indenture (as defined in the Lien created by Credit Agreement after giving effect to this Pledge Agreement Agreement)); (B) grant any Liens; (C) own any assets; (D) conduct any business; or Permitted Liens(E) on amend its charter or its bylaws, except, in any of the Collateral which would adversely affect foregoing cases, to the ability extent directly related to the maintenance or dissolution of its existence.
(iii) Any of the Administrative Agent foregoing to exercise the contrary notwithstanding, if Yellow Iron becomes a guarantor of any Indebtedness of H&E Delaware or any of its remedies hereunder Affiliates, whether under any Senior Unsecured Note Indenture (as defined in the Credit Agreement after giving effect to this Agreement) or otherwise (b) but not including the acquisition or ownership by such Pledgor of any Collateral Obligations under the Credit Agreement and the other Loan Documents), Borrowers shall cause Yellow Iron to be joined as a Guarantor under the Credit Agreement within 30 days after the date hereof. At the request effectiveness of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreementguarantee.
(b) The Pledgors agree that With respect to the 2025 Senior Unsecured Notes and the 2025 Senior Unsecured Note Indenture (as partners or members each of such terms is defined in the Partnerships/LLCs they will abide byCredit Agreement after giving effect to this Agreement):
(i) H&E Delaware shall not, perform and discharge each and every material obligationnor shall it permit any of its Subsidiaries to, material covenant and material agreement to be abided byuse any proceeds of such notes for any purpose other than (A) the repurchase, performed repayment, prepayment, or discharged by the Pledgors under the terms redemption of the partnership agreements 2022 Senior Unsecured Notes (as defined in the Credit Agreement after giving effect to this Agreement); (B) the payment of interest, fees, and operating agreementspremiums in respect of such 2022 Senior Unsecured Notes; (C) the payment of fees, as applicablecosts, charges, and expenses incurred in connection with the repurchase, repayment, prepayment, or redemption of such 2022 Senior Unsecured Notes or the Partnerships/LLCs to the extent issuance of such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent 2025 Senior Unsecured Notes and the Secured Partiesnegotiation, preparation, and execution and delivery of such 2025 Senior Unsecured Note Indenture; and (D) the payment of Obligations.
(cii) If any Pledgor shallWithin five Business Days after the execution and delivery of such 2025 Senior Unsecured Note Indenture (or such longer period of time agreed to in writing by the Agent), as H&E Delaware shall deliver to the Agent a result true and complete copy of its ownership of the Collateralsuch 2025 Senior Unsecured Note Indenture, become entitled to receive with all exhibits, schedules, annexes, and appendices thereto, together with such other documents, instruments, and agreements executed or shall receive any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution delivered in connection with any reclassificationtherewith as the Agent may reasonably request, increase or reduction each of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shallwhich will, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, be certified as being true and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreementcomplete copies thereof.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, The Company covenants that all shares of Common Stock issued upon obtaining knowledge conversion of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (Notes will be fully paid and in any event within ten (10) Business Days after such request or such later date as agreed to non-assessable by the Administrative Agent) deliver Company and free from all taxes, liens and charges with respect to the Administrative Agent updated Schedules to this Pledge Agreementissue thereof.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide byCompany covenants that, perform and discharge each and every material obligation, material covenant and material agreement if any shares of Common Stock to be abided byprovided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon conversion, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreementsCompany will, as applicable, of the Partnerships/LLCs to the extent then permitted by the rules and interpretations of the Commission, secure such failure would reasonably be expected to result in a Material Adverse Effectregistration or approval, at no cost or expense to as the Administrative Agent and the Secured Partiescase may be.
(c) If Following the Qualified Public Company Event, the Company further covenants that if at any Pledgor shalltime the Common Stock shall be listed on any national securities exchange or automated quotation system, the Company shall list and keep listed, so long as a result of its ownership the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryNotes.
(d) Without Each Holder hereby agrees that it will not, without the prior written consent of the Administrative Agentmanaging underwriter, no Pledgor will during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the Company’s first underwritten public offering of its Common Stock under the Securities Act (the “IPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA or NYSE rules, or any successor provisions or amendments thereto) (such period, the “Lock-Up Period”), (i) vote lend; offer; pledge; sell; contract to enablesell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or take any other action warrant to permitpurchase; or otherwise transfer or dispose of, directly or indirectly, any Issuer shares of Common Stock or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right exercisable or exchangeable (directly or indirectly) for Common Stock (“Registrable Securities”) held immediately prior to purchase such registration or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent enter into any swap or other arrangement that transfers to any modificationanother, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein in whole or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect topart, any of the Collateraleconomic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liensotherwise. The Pledgors will defend foregoing provisions of this Section 14.09(d) shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the Representative agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than 1% stockholders of the Company’s outstanding Common Stock. In the event that a release is granted to any such officer, director or greater than 1% stockholder other than the Holders relating to the lock-up restrictions set forth above for shares of the Common Stock, the same percentage of shares of the Common Stock held by the Holders or issuable to the Holders upon conversion of the Notes shall be immediately and fully released on the same terms from any remaining lock-up restrictions set forth herein. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 14.09(d) and shall have the right, title power, and interest authority to enforce the provisions hereof as though they were a party hereto. The foregoing provisions of the Administrative Agent in this Section 14.09(d) shall not apply to a Direct Listing and shall only be applicable to the Collateral against IPO if the claims and demands of all Persons whomsoever other than Company has not already completed a Direct Listing. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Permitted Liensthe Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all capital stock of the Company of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 14.09(d)): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”
(e) Each Pledgor shall maintain Holder hereby agrees that it will assess in advance whether its acquisition, sale, or transfer of any voting shares of the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (Company would be subject to Permitted Liens) advance reporting and shall defend such Security Interest against the claims waiting period requirements under any Antitrust Law and demands of all Persons whomsoever (in each caseif so it will not acquire, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor willsell, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for or transfer any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority voting shares of the Security Interests and, if applicable, a written supplement to Company until the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization required filings have been made under the Antitrust Laws and the required waiting period expirations or terminations and the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by required approvals under the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities AccountAntitrust Laws have been obtained.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Note Issuance Agreement (Northern Star Investment Corp. II)
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, for the ratable benefit of the Administrative Agent itself and the Secured PartiesLenders, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each On or before the date of execution of this Pledge Agreement, the Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any cause each of the Collateral which would adversely affect the ability partners of each of the Administrative Agent Partnerships to exercise any of its remedies hereunder or (b) execute a consent in the acquisition or ownership by such Pledgor of any Collateral after form attached hereto evidencing the date hereof. At the request consent of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver partners to the Administrative Agent updated Schedules pledge of the Partnership Interests pursuant to this Pledge Agreement.
(b) The Pledgors agree Pledgor agrees that as partners or members a partner in the Partnerships/LLCs they Partner ships it will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors Pledgor under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured PartiesLenders.
(c) If any the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgorthe Pledgor 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; provided, that at no time shall the Pledged Stock or Partnership/LLC Partnership Interests of any Issuer or Partnership/LLC Partnership that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) 66.00% of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Partnership Interests of such Subsidiary. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or disso lution of any Issuer or Partnership shall be held by the Administrative Agent as additional collateral security for the Obligations.
(d) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC Partnership to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs Partner ships or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs Partnerships by any other party theretothere to, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory satisfac tory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(if) Each The Pledgor shallagrees to pay, promptly (but in any event within thirty (30) days or such later date as agreed and to by save the Administrative AgentAgent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(g) after On or prior to the formation or acquisition of additional shares any Subsidiary of capital stock the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including, without limitation, the Pledge Agreement Supplement attached hereto, and such other documents and instruments as required pursuant to Section 7.12 of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shareseach Credit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge CHAR2\1570214v4 Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made cash collateralized in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) : Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) . The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) . If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) . Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that (A) provides that such Partnership/LLC Interests are Securities governed by Article 8 of the Code or (B) is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option CHAR2\1570214v4 in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) . Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) . No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) : change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) ; change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) or permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) . Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) . At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) . Each Pledgor shall, promptly (but in any event within thirty five (305) days Business Days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.. CHAR2\1570214v4
Appears in 1 contract
Sources: Credit Agreement (Blackbaud Inc)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from (a) From and after the date of this Pledge Agreement hereof and until the Obligations Closing Date, unless Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), other than the periodic revision and adoption of Keystone-Conemaugh Owners Committee Administrative Procedures in the ordinary course of business consistent with past practice, Seller shall not enter into any contract, agreement, commitment or arrangement relating to the Purchased Assets or the Jointly Owned Stations that provides for future annual payments by Seller in excess of $50,000 unless such contract, agreement, commitment or arrangement is (i) terminable by Seller prior to the Closing or by Buyer at or after the Closing, without payment of penalty or premium, upon no more than ninety (90) days’ notice, (ii) constitutes an Excluded Asset and Excluded Liability or (iii) has been executed by all co-owners of any Jointly Owned Station (other than contingent indemnification obligations Seller), it being understood that this Section 6.10(a) is not yet due intended to, and Bank Product Debt) are paid shall not, restrict in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect manner the ability of Keystone Fuels, LLC, Conemaugh Fuels, LLC or the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor operator of any Collateral after the date hereof. At the request of the Administrative Agent Jointly Owned Station from entering into any contract, agreement, commitment or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after arrangement without such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreementconsent.
(b) The Pledgors agree that as partners or members in From and after the Partnerships/LLCs they will abide bydate hereof and until the Closing Date, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs except to the extent such failure would reasonably be expected to result in a Material Adverse Effectprohibited by applicable Law or any contract, at no cost agreement, commitment or expense arrangement relating to the Purchased Assets to which Seller is a party or by or to which the Purchased Assets are bound or subject, Seller shall (i) keep Buyer reasonably informed of the status and progress of meetings and actions by the Keystone-Conemaugh Owners, Operations and Administrative Agent Committees, including providing to Buyer, if practicable in advance of any such meeting, copies of agendas for such meetings, and (ii) prior to casting its vote with respect to any action of any such Keystone-Conemaugh Committee, use Commercially Reasonable Efforts to inform Buyer of the Secured Partiespendency of such action, consult with Buyer with respect to such action and take into account the views of Buyer stated during such consultation in determining whether to approve such action, it being understood that, subject to Section 6.10(a), Seller may make such determination in its sole and absolute discretion.
(c) If any Pledgor shallAll communications and consultations contemplated by Sections 6.1(a), 6.3, 6.4 and 6.10(b) shall take place between the respective designated representatives of Seller and Buyer, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to may be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and designated from time to time, upon time by Seller and Buyer in the written request of the Administrative Agentmanner contemplated by Section 10.8. Seller’s initial designated representatives shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral Buyer’s initial designated representatives shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Duquesne Light Holdings Inc)
Certain Covenants. The Pledgors covenant Borrower covenants and agree agrees with the Administrative Agent, Lender for the ratable benefit of the Administrative Agent and the Secured Parties, Lender that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent 3.4.1 Borrower has and will have good and merchantable title to exercise any all of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lendersassets, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of including the Collateral, become entitled in each case as from time to receive time owned or acquired by it, and shall receive any Certificated Securities (includingkeep the Collateral free and clear of all Liens, 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, other than those granted to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted LiensLender. The Pledgors Borrower will defend the right, such title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever whomsoever.
3.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Collateral and will, at its own cost and expense, cause said Liens to be perfected and continued perfected, and for such purpose Borrower will from time to time at the request of Lender and at the expense of Borrower, make, execute, acknowledge and deliver, and file or record, or cause to be filed or recorded, in the proper filing places, all such instruments, documents and notices, including without limitation financing statements and continuation statements, as Lender may deem necessary or advisable from time to time in order to perfect and continue perfected said security interest. Borrower will do all such other acts and things and make, execute, acknowledge and deliver all such other instruments and documents, including without limitation further security agreements, pledges, endorsements, assignments and notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the priority of said Liens as a first and only Lien on and security interest in the Collateral prior to the rights of all other Persons therein or thereto.
3.4.3 Borrower will not, without the prior written consent of Lender, (i) borrow or permit any Person to borrow against the Collateral other than the Loan to Borrower from Lender pursuant to this Agreement; (ii) create, incur, assume or suffer to exist any Lien with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleadingCollateral; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) levy or attachment to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with made against any of the Collateral shall be except any levy or become evidenced by attachment relating to this Agreement; or (iv) permit any promissory note, other instrument mortgage/deed of trust or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, financing statement to be held as Collateral pursuant on record file with respect to this Pledge Agreementany of the Collateral, except mortgages/financing statements in favor of Lender.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, Shareholder agrees that, from during the Support Period, Shareholder shall not directly or indirectly, and after the date shall ensure that each of this Pledge Agreement until the Obligations Shareholder’s Representatives (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, as defined in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Merger Agreement) and the Commitments are terminateddoes not directly or indirectly:
(a) Each Pledgor shall promptly notify solicit, initiate, encourage, assist, induce or facilitate the Administrative Agentmaking, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement submission or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor announcement of any Collateral after the date hereof. At the request of the Administrative Agent Acquisition Proposal or the Required Lenders, each Pledgor shall promptly (and in Acquisition Inquiry or take any event within ten (10) Business Days after such request action that could reasonably be expected to lead to an Acquisition Proposal or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.Acquisition Inquiry;
(b) The Pledgors agree that as partners furnish or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement otherwise provide access to be abided by, performed or discharged by the Pledgors under the terms any information regarding any of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs Acquired Corporations to the extent such failure would reasonably be expected any Person in connection with or in response to result in a Material Adverse Effect, at no cost an Acquisition Proposal or expense to the Administrative Agent and the Secured Parties.Acquisition Inquiry;
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive engage in discussions or shall receive any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection negotiations with any reclassification, increase Person with respect to any Acquisition Proposal or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.Acquisition Inquiry;
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, make any disclosure or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent communication to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, Person (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, than Shareholder or any claim Representative of any Person with respect toShareholder) regarding the Merger, any of the Collateralother Contemplated Transactions, this Support Agreement, the Merger Agreement or any interest thereinAcquisition Proposal or Acquisition Inquiry (without Parent’s prior written approval) unless (i) Shareholder shall have been advised by Shareholder’s outside legal counsel that such disclosure or communication is required by applicable law and (ii) prior to making such disclosure or communication, except Shareholder shall have provided Parent with reasonable (and in no event less than 48 hours’) advance written notice of Shareholder’s intent to make such disclosure or communication, the Lien created by this Pledge Agreement content of such disclosure or Permitted Liens. The Pledgors will defend communication and the right, title and interest identities of the Administrative Agent in and Persons to the Collateral against the claims and demands of all Persons whomsoever other than with respect which such disclosure or communication is intended to Permitted Liens.be made;
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (support, endorse, approve, adopt or accept any Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle or Contract constituting or relating directly or indirectly to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).any Acquisition Proposal or Acquisition Transaction;
(f) No Pledgor will, except upon prior written notice to take any action that could result in the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority revocation or invalidation of the Security Interests and, if applicable, a written supplement Proxy or that is reasonably determined by Parent to suggest that Shareholder no longer supports the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleadingMerger; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant agree or publicly propose to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral actions referred to in this Section 5 or otherwise prohibited by this Support Agreement. Shareholder shall be immediately cease and discontinue any existing discussions with any Person that related to any Acquisition Proposal or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge AgreementAcquisition Inquiry.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured PartiesLenders, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or Agent, the Required Lenders, Pledgors shall cause each Pledgor shall promptly (of the partners and members of each of the Partnerships/LLCs to execute a consent in any event within ten (10) Business Days after the form attached hereto evidencing the consent of such request or such later date as agreed to by the Administrative Agent) deliver partners and members to the Administrative Agent updated Schedules pledge of the Partnership/LLC Interests pursuant to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the Secured PartiesLenders.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such PledgorPledgor 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; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic foreign Subsidiary exceed sixty-five six percent (6566%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinLLC, (ii) except as expressly provided to the contrary herein or in the Credit Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan DocumentsLLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(if) Each Pledgor shallThe Pledgors agree to pay, promptly and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(but in g) On or prior to the formation or acquisition of any event within thirty (30) days or Subsidiary of any Pledgor, the Pledgors agree to execute such later date amendments and supplements to this Pledge Agreement as agreed to are required by the Administrative Agent) after Credit Agreement, including, without limitation, the acquisition Joinder Agreement attached to the Credit Agreement, and such other documents and instruments as required pursuant to Section 9.12 of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesCredit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the ----------------- Administrative Agent, Agent for the ratable benefit of the Administrative Agent itself and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the CollateralPledged Stock, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgorthe Pledgor 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; providedprovided that in no event shall more than 66.66% -------- of all the issued and outstanding shares of all classes of capital stock of each of the Foreign Subsidiaries constitute collateral security hereunder. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock upon the liquidation or Partnership/LLC Interests dissolution of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of shall be held by the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of Administrative Agent as additional collateral security for the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryObligations.
(db) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralPledged Stock, or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted LiensAgreement. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(but e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including without limitation the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in any event within thirty (30) days or such later date as agreed to by the reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent for the ratable benefit of itself and the Lenders.
(f) after Without the acquisition prior written consent of additional the Administrative Agent, the Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the shares of capital stock of the Foreign Subsidiaries owned by the Pledgor but not pledged hereunder, or any Issuers interest therein, except as otherwise permitted pursuant to Section 9.3 or partnership and membership interests Section 9.4 of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesCredit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Acc Corp)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, CHAR1\1756506v3 NAI-1514813940v3 whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; oror CHAR1\1756506v3 NAI-1514813940v3
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Pledgors covenant Guarantor hereby covenants and agree undertakes with each Beneficiary that the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminatedGuarantor will:
(a) Each Pledgor shall promptly notify procure that the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than Charterer use its commercial best efforts to charter the Lien created by this Pledge Agreement or Permitted Liens) Vessels on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the market terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (including, without limitation, ensuring that preferential treatment is not given to any certificate representing a stock dividend other vessels owned, managed by or a distribution in connection with any reclassification, increase or reduction under the control of capital the Guarantor or any certificate issued in connection with of its affiliates (including, without limitation, Greenwich Holdings Ltd and any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for affiliates thereof) when marketing any of the CollateralVessels);
(b) cause the Charterer not to declare or make any dividend or distribution of any kind whatsoever to its shareholders (including through a buyback, redemption or otherwise repurchase of its securities) or loan, place deposits, repay or make any other payment in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of Indebtedness of the Administrative Agent, hold Charterer or any affiliate thereof (other than the same in trust for Company and the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%Subsidiaries) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will unless (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities the Charterer is then in compliance with all of any nature or to issue any other securities convertible into or granting its obligations and covenants under the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, Charter Ancillary Agreement; (ii) consent after giving effect to any modification, extension the declaration or alteration of the terms payment of any partnership agreement such dividend or operating agreement distribution or loan or payment in respect of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreementsuch Indebtedness, (A) accept a surrender the Charterer will continue to be in compliance with all of any partnership agreement or operating agreement of any of its obligations and covenants under the Partnerships/LLCs or Charter Ancillary Agreement, (B) the Charter Service Reserve equals at least the then applicable Minimum Reserve and (C) the chief financial officer of the Charterer certifies to the extent Company that the amount of the Charter Service Reserve will equal or exceed the then applicable Minimum Reserve for at least 30 days after the date of any such action is materially adverse payment (each, a “Payment Date”), taking into consideration the Charterer’s reasonably expected payment obligations during such 30-day period; (iii) any charter payments deferred pursuant to Article III of the Charter Ancillary Agreement have been paid to the interests of the Administrative Agent under the Loan Documents, waive Company prior to any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, such Payment Date; and (iv) except as expressly permitted any Bonus Payments deferred pursuant to the terms Article IV of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant Charter Ancillary Agreement have been paid to the Company prior to any option with respect to, the Collateral, or such Payment Date; and
(vc) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, not pledge any of its equity interests in the Collateral, Charterer or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest Frontline Management other than in favour of the Administrative Agent in and to Company as contemplated under the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Charter Ancillary Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Performance Guarantee (Ship Finance International LTD)
Certain Covenants. The Pledgors covenant Borrower covenants and agree agrees with the Administrative AgentHolder that:
A. As soon as practicable, for and within 45 days after the ratable benefit end of each quarter, and subject to the confidentiality and related Regulation FD provisions contained in the Purchase Agreement, the Borrower will (1) furnish to Holder, without charge, copies of: (a) all reports or other publicly available information that the Borrower or 1st United Bancorp, Inc, the sole shareholder of Borrower (the “Company”), mails or otherwise makes available to shareholders or holders of securities of the Administrative Agent Borrower or Company, (b) all reports that may be provided lawfully, financial statements, Call Reports, Bank Performance Reports and proxy or information statements that are filed by the Borrower or the Company with the Securities and Exchange Commission, Nasdaq, any securities exchange, FOFR or the Borrower’s primary federal regulator and (c) other information reasonably request by Holder including without limitation, internal and external loan reviews, allowance for loan loss assessments, and problem and potential problem asset summaries, press releases, analysts’ reports and communications with holders of the Borrower’s and the Secured Parties, that, from Company’s securities and after the date of (2) make management available to discuss such information. The financial statements provided under this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made Section 4.0A shall be prepared in accordance with the terms Generally Accepted Accounting Principals, Section 36 of the Credit Agreement) Federal Deposit Insurance Act and applicable regulations thereunder.
B. Borrower will not declare, pay or make any dividends or distributions on or in respect of, and will not authorize or call, redeem, repurchase or retire, any Borrower securities or indebtedness ranking pari passu or junior to the Commitments are terminated:
(a) Each Pledgor shall promptly notify Note, including any Borrower capital stock and equity securities, at any time when a default exists hereunder or under the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Purchase Agreement or Permitted Liens) on any of the Collateral which where such action would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by result in such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreementa default.
(b) The Pledgors agree that as partners C. Borrower shall not enter into any definitive agreements providing for, or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (including, without limitationconsummate, any certificate representing a stock dividend acquisitions, mergers, consolidations, sales, leases or a distribution in connection with any reclassificationtransfers of all or substantially all its business or assets, increase or reduction of capital or any certificate issued in connection with any reorganization)spin-off, option split-off or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without restructuring without the prior written consent of Holder holding not less than a majority of the Administrative Agentoutstanding principal amount of the Note, no Pledgor will (i) vote to enableunless the Borrower is the survivor of the transaction and that it owns at least 80% or more of the stock of each subsidiary, or take any if the Borrower is not the survivor, the survivor is an entity organized under the laws of the United States or a state of the United States that expressly assumes by supplemental indenture the due and punctual payment of the principal and interest and other action additional amounts on this Note and under the related Purchase Agreement, and the due and punctual performance and observance of all the covenants and conditions contained therein and in each of the Borrower’s indentures, indebtedness and loan agreements relating to permitthis Note; and provided further, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject immediately after giving effect to the Security Interest granted hereintransaction, (ii) consent there is no Event of Default under the indentures, indebtedness and loan agreements relating to any modificationthis Note and no event, extension or alteration which after notice of the terms lapse of any partnership agreement time or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documentsboth, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to would become such an extent Event of Default; provided, that any financing statement filed by the Administrative Agent if ▇▇▇▇▇▇ has not notified Borrower in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event writing within thirty (30) days of its receipt of a term sheet or letter of intent summarizing the material terms of a proposed transaction which requires ▇▇▇▇▇▇’s consent hereunder that ▇▇▇▇▇▇ disapproves of such later date as agreed proposed transaction, such proposed transaction shall be deemed to by have received such necessary prior written consent of Holder.
D. The Borrower will promptly notify the Administrative Agent) after the acquisition of additional shares of capital stock Holder of any Issuers changes in its executive officers.
E. The Borrower will do all things necessary to preserve and keep its legal existence, rights and franchises in full force and effect.
F. The Borrower will cause all of its material properties used or partnership useful in the conduct of its business or the business of its subsidiaries to be maintained and membership interests kept in good condition, repair and working order, ordinary wear and tear excepted.
G. The Borrower will pay or discharge or cause to be paid and discharged before they become delinquent, all taxes, assessments and governmental charges levied upon it or any of its subsidiaries or upon the income, profits or property of any partnership of them, and all claims for labor and materials and supplies which unpaid may become a lien upon any properties of the Bank or limited liability company since its subsidiaries, provided the Closing Date Borrower will not be required to pay or since Schedule I was last updateddischarge or cause to be paid or discharged any tax, amend assessment, charge or claim the amount, applicability or validity of which are being contested in good faith by appropriate proceedings and supplement Schedule I for which appropriate reserves have been established on the books and records of the Bank or its subsidiaries.
H. The Borrower will provide updated or other financial information as requested by Lender so long as the Note remains outstanding.
I. The Borrower shall not incur any additional debt ranking senior to refer or on a parity with the Note (except for the creation of deposit liabilities, purchases of federal funds, advances from the Federal Reserve Bank or Federal Home Loan Bank, and entry into repurchase agreements fully secured by U.S. government or agency securities, each in the ordinary course of the Borrower’s business) without ▇▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld or delayed.
J. Borrower shall provide Lender with a Covenant Compliance Certificate containing such information relating to such additional sharesthe conditions of default as otherwise required by Lender not later than 45 days after each quarter of the calendar year.
Appears in 1 contract
Sources: Subordinated Capital Note (1st United Bancorp, Inc.)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured PartiesLenders, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agentrequest) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the Secured PartiesLenders.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier first-tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, except as provided by Section 10.4(d) of the Credit Agreement, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) except as expressly provided to the contrary herein or in the Credit Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan DocumentsLLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted LiensAgreement. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) having the priority described in Section 6 and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law)whomsoever.
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Pledgors covenant Each Pledgor hereby covenants and agree agrees with the Administrative Agent, for the ratable benefit of the Administrative Agent Lenders and the Secured PartiesInfogrames U.S., that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are Aggregate Commitment is terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement As a partner or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members member in the Partnerships/LLCs they listed under such Pledgor's name on Schedule I, it will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors such Pledgor as and when required under the terms of the partnership agreements and operating agreements, as applicable, of the such Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and Agent, the Secured Parties.Lenders or Infogrames U.S.
(cb) If any such Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative AgentAgent and Infogrames U.S., hold the same in trust for the Administrative Agent and Infogrames U.S. and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such PledgorPledgor 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; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock issued and outstanding shares of all classes of capital stock of such Subsidiary or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) owned by such Pledgor. In addition, any sums paid to such Pledgor upon or in respect of such Collateral upon the non-voting Pledged Stock liquidation or non-voting dissolution of any Issuer or Partnership/LLC Interests of such Subsidiaryshall be held by the Administrative Agent as additional collateral security for the Obligations.
(dc) Without the prior written consent of the Administrative Agent, no such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC listed under such Pledgor's name on Schedule I to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinLLC, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the material terms of any partnership agreement or operating agreement of the any such Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan DocumentsLLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the such Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any material breach of or default under any partnership agreement or operating agreement of any of the such Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, to the Collateral, except as permitted by the Loan Documents or the Infogrames Bridge Loan Documents, or (v) create, incur or permit to exist any Lien on or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created Liens provided for by this Pledge Agreement or Permitted Liens. The Pledgors Such Pledgor will defend the right, title and interest of the Administrative Agent and Infogrames U.S. in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hd) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgorssuch Pledgor, the Pledgors such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ie) Each Such Pledgor shallagrees to pay when due, promptly (but in any event within thirty (30) days or such later date as agreed and to by save each of the Administrative Agent, the Lenders and Infogrames U.S. harmless from, any and all liabilities with respect to, or resulting from any delay in paying (except due to any delay caused by the gross negligence or willful misconduct of the Administrative Agent, any such Lender or Infogrames U.S., respectively), any and all applicable stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(f) after On or prior to the formation or acquisition of additional shares any Subsidiary by such Pledgor, such Pledgor agrees to execute the Joinder Agreement, attached to the Credit Agreement (which among other things, supplements this Pledge Agreement), and such other documents and instruments as required pursuant to Section 8.12 of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesCredit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgors covenant (a) Each Pledgor agrees that in the event any security and agree other property received by such Pledgor to be credited to an Account is registered in the name of such Pledgor, payable to the order of such Pledgor or specially indorsed to such Pledgor, such Pledgor shall deliver such security or other property to the applicable Custodian indorsed to such Custodian or in blank.
(b) No Pledgor will (i) change its name, identity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex B, or (iii) change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by merger or otherwise), unless in each case such Pledgor has (1) given twenty (20) days’ prior written notice to the Administrative Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Administrative Agent may reasonably request, and (2) delivered to the Administrative Agent ten (10) days prior to any such change or removal such documents, instruments and financing statements as may be required by the Administrative Agent, for all in form and substance satisfactory to the ratable benefit Administrative Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Administrative Agent (including, at the request of the Administrative Agent, delivery of opinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3(b).
(c) Except as permitted by the Credit Agreement, no Pledgor will sell, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge, grant any Lien with respect to or otherwise encumber any of the Collateral or any interest therein, except for the security interest created in favor of the Secured PartiesParties hereunder, that, from the Custodian Liens and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made except as may be otherwise expressly permitted in accordance with the terms of this Agreement and the Credit Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral.
(d) Any Pledgor may add a new Custodial Account as an “Account” under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by executing and delivering to the Administrative Agent a completed supplement to this Agreement in the form of Exhibit B (each, a “Pledge Supplement”); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a true and correct copy of a statement of such Account prepared by the Custodian thereof, indicating the contents of such Account as of a recent date, a new Control Agreement (or supplement to an existing Control Agreement) executed by the applicable Custodian and the Commitments are terminated:Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and (if applicable) a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the Collateral Value (with respect to all remaining Accounts of such Pledgor and all other Collateral pledged by such Pledgor pursuant to any Credit Document) would equal or exceed the sum of such Pledgor’s aggregate Tranche 2 Letter of Credit Exposure and (B) no other Default or Event of Default would exist. Each Pledgor hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement, and agrees that all Collateral listed or referred to on any Pledge Supplement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof.
(ae) Each In the event any Custodian gives notice of termination of any Control Agreement covering an Account where any Pledged Assets are held, the applicable Pledgors shall have the right to appoint a successor Custodian, which shall be a commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $1,000,000,000 and which appointment shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall promptly notify have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in writingeach applicable Account to the successor Custodian, upon obtaining knowledge of and (iiii) any Lien (other than the Lien created by this Pledge successor Custodian and each applicable Pledgor shall have entered into a Control Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of with the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (in form and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would substance reasonably be expected to result in a Material Adverse Effect, at no cost or expense satisfactory to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shallapplicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, as a result of its ownership of the Collateralopinions and instruments, become entitled to receive or shall receive any Certificated Securities (includingand taken all such other action, 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to reasonably requested by the Administrative Agent in order to perfect the exact form receivedAdministrative Agent’s security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors, duly indorsed by and shall have accepted such Pledgor appointment, prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian or may direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, Agent as additional collateral security Collateral for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) benefit of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Parties.
(df) Without the prior written consent of the Administrative AgentEach Pledgor agrees that it will, no Pledgor will (i) vote to enableat its own cost and expense, or take any other action and all actions necessary to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will warrant and defend the right, title and interest of the Administrative Agent Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted LiensPersons.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Collateral Agent for the ratable benefit of the Administrative Agent itself and the Secured Parties, Parties that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify If the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Collateral, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Collateral Agent, hold the same in trust for the Administrative Collateral Agent and deliver the same forthwith to the Administrative Collateral Agent in the exact form received, duly indorsed by such the Pledgor to the Administrative Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgorthe Pledgor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or Partnership/LLC Interests dissolution of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of shall be held by the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of Collateral Agent as additional collateral security for the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Obligations.
(db) Without the prior written consent of the Administrative Collateral Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (viii) create, incur or 5 permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors Pledgor will defend the right, title and interest of the Administrative Collateral Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hc) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Collateral Agent, duly endorsed in a manner satisfactory to the Administrative Collateral Agent, to be held as Collateral pursuant to this Pledge Agreement.
(id) Each The Pledgor shallagrees to pay, promptly and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(but in any event within thirty (30e) days On or such later date as agreed prior to by the Administrative Agent) after the formation or acquisition of additional shares any Subsidiary of capital stock the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including, without limitation, the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the reasonable judgment of any Issuers or partnership the Collateral Agent, to pledge the Pledgor's interest therein to the Collateral Agent for the ratable benefit of itself and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesSecured Parties.
Appears in 1 contract
Sources: Pledge Agreement (WLR Foods Inc)
Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured PartiesLenders, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agentrequest) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the Secured PartiesLenders.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier first-tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, except as provided by Section 10.4(d) of the Credit Agreement, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) except as expressly provided to the contrary herein or in the Credit Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan DocumentsLLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted LiensAgreement. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) having the priority described in Section 6 and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law)whomsoever.
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the upon acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Pledgors covenant Each Pledgor covenants and agree agrees with the Administrative Agent, Relevant Collateral Agent for the ratable benefit of the Administrative Agent and the Secured Parties, Bridge Lenders that, from and after the date of this Bridge Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by If such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, Relevant Collateral Agent hold the same in trust for the Administrative Relevant Collateral Agent and deliver the same forthwith to the Administrative Relevant Collateral Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, Relevant Collateral Agent if required, together with an undated stock power covering such certificate duly executed in blank by such PledgorPledgor and with, if the Relevant Collateral Agent so requests, signature guaranteed, to be held by the Administrative Agent, Relevant Collateral Agent subject to the terms hereof, as additional collateral security for the Secured Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or Partnership/LLC Interests dissolution of any Issuer shall be held by the Relevant Collateral Agent as additional collateral security for the Secured Obligations. If any sums of money or Partnership/LLC that property so paid or distributed in respect of any Collateral shall be received by any Pledgor, such Pledgor shall, until such money or property is a First Tier Foreign Subsidiary paid or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of delivered to the voting Pledged Stock Relevant Collateral Agent, hold such money or voting Partnership/LLC Interests property in trust for the Relevant Collateral Agent, segregated from other funds of such Subsidiary and one hundred percent (100%) of Pledgor, as additional collateral securing the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.Secured Obligations;
(db) Without the prior written consent of the Administrative Agent, no Relevant Collateral Agent such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer unless, in each case, such stock or other security becomes "Pledged Stock", "Pledged Debt" or "Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinInterests" hereunder, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralCollateral (except as expressly permitted by the Senior Credit Agreement), or (viii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Bridge Pledge Agreement or Permitted Liensexpressly permitted by the Credit Agreement or (iv) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto (other than with respect to any Inactive Subsidiary). The Pledgors Such Pledgor will defend the right, title and interest of the Administrative Relevant Collateral Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule IIwhomsoever;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Bridge Pledge Agreement (Choice One Communications Inc)
Certain Covenants. The Pledgors covenant Company and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminatedWeWork Inc. further agree:
(a) Each Pledgor WeWork Inc. shall promptly notify the Administrative Agentat all times maintain authorized for issuance and available, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any out of its remedies hereunder authorized but unissued shares of Common Stock or (b) the acquisition or ownership by such Pledgor shares of Common Stock held in treasury that are not committed for any Collateral after the date hereof. At the request other purpose, free from preemptive rights, a number of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver shares of Common Stock equal to the Administrative Agent updated Schedules number of shares of Common Stock required to this Pledge Agreementsettle all exchanges occurring on the applicable Exchange Date.
(b) The Pledgors agree WeWork Inc. shall ensure at all times that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement all shares of Common Stock to be abided byissued and delivered upon exchange of Second Lien Exchangeable Notes have been duly authorized and validly issued and are fully paid and non-assessable, performed or discharged free of restrictions on transfer and free from all taxes, liens and charges with respect to the issue thereof (other than taxes payable by the Pledgors under the terms Holder in respect of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result any issuance in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Partiesdifferent name as specified in Section 13.10).
(c) If any Pledgor shallshares of Common Stock to be issued or delivered upon exchange of Second Lien Exchangeable Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued or delivered upon exchange, WeWork Inc. has secured such registration or obtained such approval, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiarycase may be.
(d) Without If on the prior written consent relevant Exchange Date the Common Stock is listed on any U.S. national securities exchange or automated quotation system, the Common Stock to be issued upon exchange of the Administrative Agent, no Pledgor will (i) vote to enable, Second Lien Exchangeable Notes is listed on such exchange or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liensautomated quotation system.
(e) Each Pledgor If the Common Stock issuable in exchange for the Second Lien Exchangeable Notes constitute “Registrable Securities” (as defined in the Registration Rights Agreement), in no event shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
Company initiate (i) change its jurisdiction a redemption for Second Lien Exchangeable Notes at a time when the Second Lien Exchangeable Notes are “in the money” (i.e. the Last Reported Sales Price of organization the Common Stock during any five (5) of the ten (10) Trading Days immediately preceding the notice of such redemption is higher than the Common Stock price implied by the Exchange Rate then in effect) or the location of its chief executive office from that identified on Schedule II;
(ii) change its namea Mandatory Exchange, identity or corporate or organizational structure if in either case any Common Stock constituting “Registrable Securities” to such an extent that any financing statement filed be delivered by the Administrative Agent Company pursuant to an exchange in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered therewith is unable to be sold pursuant to an effective registration statement pursuant to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Registration Rights Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
Appears in 1 contract
Sources: Second Lien Exchangeable Senior Secured Pik Notes Indenture (WeWork Inc.)
Certain Covenants. The Pledgors covenant and agree with the Administrative AgentPledgor hereby covenants that, for the ratable benefit of the Administrative Agent and until the Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are have been indefeasibly paid in full (orfull, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminatedPledgor will:
(a) Each Pledgor shall promptly notify the Administrative Agentnot, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary.
(d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in permitted by the Credit Agreement, (Ai) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (vii) create, incur create or permit to exist any Lien upon or option in favor with respect to any of the Pledged Collateral, except for the security interest under this Agreement, (iii) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any claim of option with respect to, or create or permit to exist any Person Lien upon or with respect to, any of the Collateralcapital stock of a Foreign Entity not pledged hereunder, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iiiiv) permit any issuer of Pledged Shares to merge or consolidate unless all the outstanding capital stock of the surviving or resulting corporation is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding shares of any other constituent corporation; provided, however, that if an Asset Sale permitted by the Credit Agreement occurs and the assets subject to such Asset Sale are Pledged Collateral, Collateral Agent shall release the Pledged Collateral that is the subject of such Asset Sale to Pledgor free and clear of the lien and security interest under this Agreement (A) so long as any Obligations remain outstanding under the Credit Agreement, concurrently with the receipt of advice from Agent that arrangements satisfactory to it have been made for delivery to it of the Estimated Net Cash Proceeds of such Asset Sale, (B) after such time as all Credit Agreement Obligations have been paid in full and the Commitments under the Credit Agreement have been terminated, if any other than Certificated Securities delivered Secured Parties are entitled to receive any portion of the Cash Proceeds of such Asset Sale, concurrently with the receipt of advice from the agent or trustee for such Secured Parties that arrangements satisfactory to it have been made for delivery to it of the amounts required to be paid to such Secured Parties out of the Cash Proceeds of such Asset Sale, and (C) in the event no Secured Party is entitled to receive any portion of the Cash Proceeds of such Asset Sale, concurrently upon receipt of advice from Pledgor that no Secured Party is entitled to receive such proceeds; provided, however, that notwithstanding anything herein to the Administrative contrary, Collateral Agent pursuant to Section 2) to shall release such Pledged Collateral from the lien and security interest of this Agreement as may be held specified by any Securities Intermediary, held or maintained in Agent upon the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 approval of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature release of such Pledgor in such form and in such offices as Pledged Collateral by Requisite Lenders under the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Credit Agreement.
(i) Each Pledgor shallcause each issuer of Pledged Shares not to issue any stock or other securities in addition to or in substitution for the Pledged Shares, promptly (but in or any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of a Foreign Entity not pledged hereunder, except to Pledgor, and (ii) subject to any Issuers limitations with respect to a pledge of the shares of capital stock of a Foreign Entity under Sections 2(c) and 2(e) hereof, pledge hereunder, immediately upon its acquisition (directly or partnership indirectly) thereof, any and membership interests all additional shares of stock or other securities of each issuer of Pledged Shares, and (iii) subject to any limitations with respect to a pledge of the shares of capital stock of a Foreign Entity under Sections 2(c) and 2(e) hereof, pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock of any partnership Person which, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of Pledgor;
(i) pledge hereunder, immediately upon their issuance, any and all instruments or limited liability company since other evidences of additional indebtedness from time to time owed (directly or indirectly) to Pledgor by any obligor of the Closing Date Pledged Debt, and (ii) pledge hereunder, immediately upon their issuance, any and all instruments or since Schedule I was last updatedother evidences of indebtedness from time to time owed (directly or indirectly) to Pledgor by any Person that after the date of this Agreement becomes, amend as a result of any occurrence, a direct or indirect Subsidiary of Pledgor;
(d) promptly deliver to Collateral Agent all written notices received by it with respect to the Pledged Collateral; and
(e) pay or discharge, prior to delinquency, all taxes, charges, fees, expenses, Liens and supplement Schedule I to refer to such additional sharesassessments of every nature levied or imposed upon the Pledged Collateral.
Appears in 1 contract
Sources: Credit Agreement (Blue Bird Corp)
Certain Covenants. The Pledgors covenant Each Pledgor covenants and agree agrees with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are Commitment is terminated:
(a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree agrees that as partners a partner or members member in the Partnerships/LLCs they LLCs, as the case may be, it will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors Pledgor under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the Secured PartiesLender.
(cb) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities stock or other equity 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative AgentLender, hold the same in trust for Lender, for the Administrative Agent benefit of Lender and deliver the same forthwith to the Administrative Agent Lender in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, Lender if required, together with an undated stock equity power covering such certificate duly executed in blank by such PledgorPledgor and with, if Lender so requests, signature guaranteed, to be held by the Administrative AgentLender, subject to the terms hereof, as additional collateral security for the Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or Partnership/LLC Interests dissolution of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of shall be held by Lender as additional collateral security for the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiaryObligations.
(dc) Without the prior written consent of the Administrative AgentLender, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.securities
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hd) At any time and from time to time, upon the written request of the Administrative AgentLender, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent Lender may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative AgentLender, duly endorsed in a manner satisfactory to the Administrative AgentLender, to be held as Collateral pursuant to this Pledge Agreement.
(ie) Each Pledgor shallagrees to pay, promptly (but and to save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any event within thirty (30) days and all stamp, excise, sales or such later date as agreed other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesthis Agreement.
Appears in 1 contract
Certain Covenants. The Pledgors covenant Pledgor covenants and agree agrees with the Administrative Agent, Agent for the ratable benefit of the Administrative Agent and the Secured Parties, Lenders that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each On or before the date of execution of this Pledge Agreement, the Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any cause each of the Collateral which would adversely affect the ability partners of each of the Administrative Agent Partnerships, if any, to exercise any of its remedies hereunder or (b) execute a consent in the acquisition or ownership by such Pledgor of any Collateral after form attached hereto evidencing the date hereof. At the request consent of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver partners to the Administrative Agent updated Schedules pledge of the Partnership Interests pursuant to this Pledge Agreement.
(b) The Pledgors agree Pledgor will not change its name, identity or corporate structure so as to make any financing or other statement filed as provided herein become seriously misleading, unless it provides the Administrative Agent written notice within ten (10) Business Days thereafter and executes and delivers to the Administrative Agent all financing statements and all financing statements amendments which the Administrative Agent may reasonably request in connection therewith. The Pledgor will, upon the reasonable request of the Administrative Agent, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices reasonably deemed necessary by the Administrative Agent) and do such other acts and things, all as the Administrative Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and security interest in the Collateral. Upon the occurrence and during the continuance of an Event of Default or upon the failure of Pledgor to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby within five (5) Business Days after receipt of notice from the Administrative Agent, Pledgor hereby constitutes and appoints the Administrative Agent (and any of its officers) as its attorney-in-fact with full power and authority to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by Pledgor.
(c) The Pledgor agrees that as partners or members a partner in the Partnerships/LLCs they , if any, it will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors Pledgor under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured PartiesLender, except as could not reasonably be expected to have a Material Adverse Effect.
(cd) If any the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such the Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith within ten (10) Business Days after receipt thereof by the Pledgor to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided. In addition, that at no time shall any sums paid upon or in respect of any Collateral upon the Pledged Stock liquidation or Partnership/LLC Interests dissolution of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary Partnership shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) in respect of any Collateral or any property shall be distributed upon or with respect to any Collateral pursuant to the recapitalization or reclassification of the voting Pledged Stock capital of any Issuer or voting Partnership/LLC Interests of such Partnership or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. The preceding sentence shall not apply to asset transfers from the Issuer to the Pledgor or any other Wholly-Owned Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock Pledgor. If any sums of money or non-voting Partnership/LLC Interests property so paid or distributed in respect of any Collateral shall be received by the Pledgor, the Pledgor shall, until such Subsidiarymoney or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations.
(de) Without the prior written consent of the Administrative Agent, no which consent shall not be unreasonably withheld or delayed, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature (except as expressly permitted by the Credit Agreement and the immediate pledge of any such stock or equity securities to the Administrative Agent) or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinIssuer, (ii) consent to any material modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement of any of the Partnerships or operating waive any material breach of or material default under any partnership agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs Partnerships by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralCollateral (except as expressly permitted under the Credit Agreement); PROVIDED, that upon any sale, assignment, transfer, exchange or other disposition permitted under the Credit Agreement the obligations of the Pledgor under this Pledge Agreement with respect to such transferred Collateral shall terminate, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created provided for by this Pledge Agreement or Permitted Liens. The Pledgors Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law)whomsoever.
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorsPledgor, the Pledgors Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered within ten (10) Business Days to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ig) Each The Pledgor shallagrees to pay, promptly (but in any event within thirty (30) days or such later date as agreed and to by save the Administrative Agent) after Agent and the acquisition Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesCollateral.
Appears in 1 contract
Certain Covenants. The Pledgors covenant Each Pledgor hereby covenants and agree agrees with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured PartiesLenders, that, from and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are Aggregate Commitment is terminated:
(a) Each Such Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree agrees that as partners a partner or members member in the Partnerships/LLCs they listed under such Pledgor's name on Schedule I it will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors such Pledgor as and when required under the terms of the partnership agreements and operating agreements, as applicable, of the such Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse EffectLLCs, at no cost or expense to the Administrative Agent and the Secured Parties.Lenders;
(cb) If any such Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such PledgorPledgor 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; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock issued and outstanding shares of all classes of capital stock of such Subsidiary or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) owned by such Pledgor. In addition, any sums paid to such Pledgor upon or in respect of such Collateral upon the non-voting Pledged Stock liquidation or non-voting dissolution of any Issuer or Partnership/LLC Interests of such Subsidiaryshall be held by the Administrative Agent as additional collateral security for the Obligations.
(dc) Without the prior written consent of the Administrative Agent, no such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC listed under such Pledgor's name on Schedule I to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted hereinLLC, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the material terms of any partnership agreement or operating agreement of the any such Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan DocumentsLLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the such Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any material breach of or default under any partnership agreement or operating agreement of any of the such Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, to the Collateral, except as permitted by the Loan Documents, or (v) create, incur or permit to exist any Lien on or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien created Liens provided for by this Pledge Agreement or Permitted Liens. The Pledgors Such Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Lienswhomsoever.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(hd) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgorssuch Pledgor, the Pledgors such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ie) Each Such Pledgor shallagrees to pay when due, promptly and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying (but in except due to any event within thirty (30) days or such later date as agreed to delay caused by the gross negligence or willful misconduct of the Administrative AgentAgent or any Lender), any and all applicable stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(f) after On or prior to the formation or acquisition of additional shares any Subsidiary by such Pledgor, such Pledgor agrees to execute the Joinder Agreement, attached to the Credit Agreement (which among other things, supplements this Pledge Agreement), and such other documents and instruments as required pursuant to Section 8.12 of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional sharesCredit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgors covenant (a) Each Pledgor agrees that in the event any security and agree other property received by such Pledgor to be credited to an Account is registered in the name of such Pledgor, payable to the order of such Pledgor or specially indorsed to such Pledgor, such Pledgor shall deliver such security or other property to the applicable Custodian indorsed to such Custodian or in blank.
(b) No Pledgor will (i) change its name, identity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex B attached hereto or (iii) change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by merger or otherwise), unless in each case such Pledgor has (1) given 20 days’ prior written notice to the Administrative Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Administrative Agent may reasonably request, and (2) delivered to the Administrative Agent 10 days prior to any such change or removal such documents, instruments and financing statements as may be required by the Administrative Agent, for all in form and substance satisfactory to the ratable benefit Administrative Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Administrative Agent (including, at the request of the Administrative Agent, delivery of opinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3(b).
(c) Except as permitted by the Credit Agreement, no Pledgor will sell, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge, grant any Lien with respect to or otherwise encumber any of the Collateral or any interest therein, except for the security interest created in favor of the Secured PartiesParties hereunder, that, from the Custodian Liens and after the date of this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made except as may be otherwise expressly permitted in accordance with the terms of this Agreement and the Credit Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral.
(d) Any Pledgor may add a new Custodial Account as an “Account” under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by executing and delivering to the Administrative Agent a completed supplement to this Agreement in the form of Exhibit B (each, a “Pledge Supplement”); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a (A) true and correct copy of a statement of such Account prepared by the Custodian thereof, indicating the contents of such Account as of a recent date, (B) a new Control Agreement (or supplement to an existing Control Agreement) executed by the applicable Custodian and such Pledgor, evidencing the establishment of such Account and the Commitments are terminated:perfection of the security interest of the Administrative Agent therein, and (C) if applicable, a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the Collateral Value (with respect to all remaining Accounts of such Pledgor and all other Collateral pledged by such Pledgor pursuant to any Credit Document) would equal or exceed such Pledgor’s aggregate Secured Letter of Credit Exposure, (B) the aggregate Collateral Value (with respect to all remaining Accounts of all Pledgors and all other Collateral pledged by any Pledgor pursuant to any Credit Document) would equal or exceed the aggregate Secured Letter of Credit Exposure and (C) no Default or Event of Default would exist. Each Pledgor hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement and agrees that all Collateral listed or referred to on any Pledge Supplement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof.
(ae) Each In the event any Custodian gives notice of termination of any Control Agreement covering an Account where any Pledged Assets are held, the applicable Pledgors shall have the right to appoint a successor Custodian, which shall be a commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $1,000,000,000 and which appointment shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall promptly notify have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in writing, upon obtaining knowledge of each applicable Account to the successor Custodian and (iiii) any Lien (other than the Lien created by this Pledge successor Custodian and each applicable Pledgor shall have entered into a Control Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of with the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (in form and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would substance reasonably be expected to result in a Material Adverse Effect, at no cost or expense satisfactory to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shallapplicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, as a result of its ownership of the Collateralopinions and instruments, become entitled to receive or shall receive any Certificated Securities (includingand taken all such other action, 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, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to reasonably requested by the Administrative Agent in order to perfect the exact form receivedAdministrative Agent’s security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors and shall have accepted such appointment prior to the effective date of termination of the applicable Control Agreement, duly indorsed by such Pledgor then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian or direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, Agent as additional collateral security Collateral for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) benefit of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such SubsidiarySecured Parties.
(df) Without the prior written consent of the Administrative AgentEach Pledgor agrees that it will, no Pledgor will (i) vote to enableat its own cost and expense, or take any other action and all actions necessary to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will warrant and defend the right, title and interest of the Administrative Agent Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted LiensPersons.
(e) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.
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