Certificated Equity Interests Sample Clauses

Certificated Equity Interests. If applicable, the Agent received original certificates for any Equity Interests issued to any Obligor by its Subsidiaries, together with duly executed stock transfer powers of attorney with respect to the Agent in respect of such Equity Interests.
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Certificated Equity Interests. Each Borrower represents and warrants that, as of the Third Amendment Date, none of the Equity Interests are certificated. If, after the Third Amendment Date, any Borrower’s Equity Interests, including a Borrower’s ownership of any New Borrower, shall become certificated. Borrowers shall, within five (5) days of the certification of any Equity Interests, promptly deliver to Bank certificate(s) for the Interests accompanied by an instrument of assignment duly executed in blank by each applicable Borrower, and Borrowers shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests.
Sample 1
Certificated Equity Interests. Each Borrower represents and warrants that, as of the Fourth Amendment Date, none of the Equity Interests are certificated. If, after the Fourth Amendment Date, any Borrower’s Equity Interests, including R-Health’s ownership of Equity Interests, shall become certificated, Borrowers shall, within five (5) days of the certification of any Equity Interests, promptly deliver to Bank certificate(s) for the Interests accompanied by an instrument of assignment duly executed in blank by each applicable Borrower, and Borrowers shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests.
Sample 1
Certificated Equity Interests. (a) Each Guarantor hereby agrees that all certificates, agreements or instruments representing or evidencing the Equity Interests of any Additional Securitization Entity acquired or established by such Guarantor after the date hereof shall immediately upon receipt thereof by such Guarantor be held by or on behalf of and delivered to the Trustee in suitable form for transfer by delivery or accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance satisfactory to the Trustee and the Control Party. (b) Without the prior written consent of the Control Party, no Guarantor shall cause or permit the limited liability company interest, membership interest or partnership interest of any Securitization Entity or Additional Securitization Entity that is a limited liability company or partnership to constitute a security governed by Article 8 of the UCC of the jurisdiction in which such Securitization Entity or Additional Securitization Entity is organized unless the applicable Securitization Entity or Additional Securitization Entity, if it has not already done so, complies with Section 3.6 and/or Section 5.9(a), as applicable, with respect to such security.
Sample 1
Certificated Equity Interests. Each Borrower represents and warrants that, as of the Third Amendment Date, none of the Equity Interests are certificated and that if, after the Third Amendment Date, any Borrower’s Equity Interests shall become certificated, Borrowers shall, within ten (10) days of the certification of any Shares, promptly deliver to Bank certificate(s) representing the Equity Interests of each Subsidiary of a Borrower including without limitation Tiny Vietnam, together with a Stock or Bond Assignment or an Assignment(s) Separate from Certificate, duly executed by Borrower in blank, and Borrowers shall reflect the pledge of such certificates in the applicable books and records of such entities in accordance with Section 4.4 of the Agreement.
Sample 1
Certificated Equity Interests. To the extent the Restructuring results in a change in equity ownership of a Credit Party on or prior to the First Amendment Effective Date and such Credit Party is an issuer of certificated Equity Interests, the Credit Parties shall reissue and deliver to the Collateral Agent (or it designee) the certificated Equity Interests of any such Credit Party reflecting any changes in equity ownership.
Sample 1
Certificated Equity Interests. The Company shall not fail to deliver to the Collateral Agent, within seven (7) days of the Closing Date, original executed membership interest certificates representing 100% of the Equity Interests in each of AssetCo and Redaptive Services, LLC pledged pursuant to the Security Agreement, together with an undated transfer power for such membership interest certificate and proxy executed in blank by a duly authorized officer of the Company.
Sample 1
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Related to Certificated Equity Interests

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

  • Certificated Assets Investments which are certificated may be held in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held.

  • Uncertificated Pledged Collateral Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral Agent Control.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

  • Pledged Equity (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all dividends (other than dividends payable in Equity Interests) paid in respect of the Pledged Equity and all payments made in respect of the Pledged Debt, in each case to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that such Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment Property or the rights and remedies of the Administrative Agent or the Lenders under any Loan Document or the ability of the Administrative Agent or the Lenders to exercise the same. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments (including sums paid upon the liquidation or dissolution of any Issuer or in connection with any distribution of capital) or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in accordance with the provisions of the Credit Agreement and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. If any sums of money paid or distributed in respect of Investment Property, which the Administrative Agent shall be entitled to receive pursuant to clause (i) above, shall be received by a Grantor, such Grantor shall, until such money is paid to the Administrative Agent, hold such money in trust for the Administrative Agent and the Lenders as additional collateral for the Obligations. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

  • Certificated Securities Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Securities.

  • Perfection of Uncertificated Securities Collateral Each Pledgor represents and warrants that subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) the Secured Party has a perfected first priority security interest (to the extent perfection may be achieved by filing such UCC financing statement) in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof, subject only to Permitted Liens. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause or, in the case of an issuer that is not a Subsidiary of a Pledgor, use commercially reasonable efforts to cause, the issuer to execute and deliver to the Secured Party an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Secured Party, and (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause or, in the case of an issuer that is not a Pledgor, use commercially reasonable efforts to cause, such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Secured Party the right to transfer such Pledged Securities under the terms hereof.

  • Uncertificated Securities The Collateral Interest shall be delivered in uncertificated form.

  • Disposal of Subsidiary Interests Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

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