Certain Understandings of Parties; Registration of Pledge; Control of Collateral, Etc Sample Clauses

Certain Understandings of Parties; Registration of Pledge; Control of Collateral, Etc. (a) The parties acknowledge and agree that the terms of the Pledged Company Interests do and will provide that they shall constitute a “security” within the meaning of Article 8 of the Uniform Commercial Code (including §8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, Article 8 of the Code and Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
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Certain Understandings of Parties; Registration of Pledge; Control of Collateral, Etc. (a) The parties acknowledge and agree that the terms of the Pledged Membership Interests do and will provide that they shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The Pledged Membership Interests are not and shall not be evidenced by certificates.
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Certain Understandings of Parties; Registration of Pledge; Control of Collateral, Etc. The parties acknowledge and agree that the Pledged Interests and the Stock Power which have been delivered to Agent on the date hereof constitute and will constitute “certificated securities” (as defined in the Uniform Commercial Code as in effect from time to time in the State of New York). Pledgor therefor covenants and agrees that Pledgor shall not, directly or indirectly, without the prior written consent of Agent, alter, amend, modify, supplement or change in any way, Borrower’s Charter Documents as in effect on the date hereof, other than as expressly permitted under the Loan Agreement.
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Certain Understandings of Parties; Registration of Pledge; Control of Collateral, Etc. (a) The parties acknowledge and agree that the Pledged Equity constitutes “securities” (as defined in Section 8-102(a)(15) of the UCC), and Borrower covenants and agrees that (i) the Pledged Equity is not and will not be dealt in or traded on securities exchanges or securities markets, (ii) the terms of the Pledged Equity are not and will not be “investment company securities” within the meaning of Section 8-103 of the UCC, (iii) the Pledged Equity constitutes “certificated securities” within the meaning of Section 8-102(a)(14) of the UCC, (iv) the Pledged Equity shall at all times be certificated and evidenced by certificates in a form reasonably acceptable to Lender; (v) Lender may perfect its security interest in such membership interests in Pledged Entity by taking delivery thereof under Section 8-301 of the UCC, as applicable; and (vi) the Pledged Entity’s Governing Documents shall not be amended to uncertificate the Pledged Equity until such time as the Debt is paid in full.
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Certain Understandings of Parties; Registration of Pledge; Control of Collateral, Etc. Section 13.1 Each of Pledgor and Xxxxxx acknowledges and agrees that the Pledged Company Interests do and will constitute “securities” within the meaning of Sections 8-102(a)(15) and 8-103 of the Code. Pledgor covenants and agrees that it shall not take any action to have the Pledged Company Interests treated other than as securities within the meaning of Sections 8-102(a)(15) and 8-103 of the Code.
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Certain Understandings of Parties; Registration of Pledge; Control of Collateral, Etc 
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Related to Certain Understandings of Parties; Registration of Pledge; Control of Collateral, Etc

  • Termination of Pledge Agreement This Agreement and the rights hereby granted by Pledgor in the Collateral shall cease, terminate and be void upon fulfillment of all of the obligations of Pledgor under the Securities Contract and hereunder. Any Collateral remaining at the time of such termination shall be fully released and discharged from the Security Interests and delivered to Pledgor by Secured Party, all at the request and expense of Pledgor.

  • Certain Agreements of Pledgors As Issuers and Holders of Equity Interests (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

  • Incorporation of Credit Agreement Provisions The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety.

  • Possession and Transfer of Collateral Unless an Event of Default exists hereunder, the Borrower shall be entitled to possession or use of the Collateral (other than Instruments or Documents, Tangible Chattel Paper, Investment Property consisting of certificated securities and other Collateral required to be delivered to the Bank pursuant to this Section 6). The cancellation or surrender of any Note, upon payment or otherwise, shall not affect the right of the Bank to retain the Collateral for any other of the Obligations. The Borrower shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral, except that the Borrower may sell Inventory in the ordinary course of business and may sell property, plant and Equipment in the ordinary course of business.

  • Disposition of Pledged Interests by Agent None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

  • Application of construction and interpretation provisions of Loan Agreement Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this Agreement.

  • Authorization of Pledged Shares The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person.

  • Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance The Company will immediately notify the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus relating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other Federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.

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