Collateral Shares. Certificates evidencing the Collateral Shares shall not contain a legend (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Collateral Shares pursuant to Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC).
Collateral Shares. Bron hereby agrees that 1,000,000 shares of Acquiror Common Stock (as adjusted pursuant to any reclassification, recapitalization, split-up, combination, stock dividend or exchange) that Bron is entitled to receive in the Merger in exchange for the Target Common Stock (the “Collateral Shares”), which shares shall be issued in the name of Bron and shall be pledged as collateral during the Indemnification Period. Bron shall at the Effective Time pledge and grant to Acquiror a first-priority security interest in the Collateral Shares and shall assign, transfer and deliver to Acquiror the Collateral Shares, together with the certificates evidencing the same, accompanied by stock transfer powers executed in blank, to secure performance of Bron’s indemnification obligations hereunder. In the event that any additional documents or further action shall hereafter be, in the discretion of Acquiror, necessary to create, perfect or maintain its security interest in the Collateral Shares, Bron shall, at the reasonable request of Acquiror, execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for creating, perfecting and maintaining the valid security interest of Acquiror in the Collateral Shares. During the Indemnification Period, Bron shall have the right to vote and receive any cash dividends declared and paid on any Collateral Shares held by Acquiror (other than Collateral Shares which have been foreclosed upon in satisfaction of a demand for indemnification pursuant to Section 7.3 below). Upon expiration of the Indemnification Period, Acquiror’s security interest in any Collateral Shares remaining in the possession of Acquiror shall be released and the certificates representing such shares, together with stock transfer powers executed by Bron, shall be delivered to Bron.
Collateral Shares. Until the Custodian shall receive written notice ----------------- from the Bank that all of the Obligations have been fully paid and satisfied, the parties hereto agree as follows:
(a) The Custodian is hereby appointed as agent for the Bank, as secured party, and the Custodian shall hold and retain possession of the Collateral Shares for the Bank as security for the payment of the Obligations;
(b) The Borrower shall be unable to withdraw any of the Collateral Shares without the Bank's prior written consent;
(c) The Custodian shall deliver all or any part of the Collateral Shares to the Bank upon its request at any time; and
(d) The Bank's receipt for any of the Collateral Shares so delivered by the Custodian shall be a full and complete receipt and acquittance to the Custodian as fiduciary for the Collateral Shares.
Collateral Shares. Until the Custodian shall receive written notice from the Lender that all of the Obligations have been fully paid and satisfied, the parties hereto agree as follows:
4.1. The Custodian is hereby appointed as agent for the Lender, as secured party, and the Custodian shall hold and retain possession of the Collateral for the Lender as security for the payment of the Obligations;
4.2. The Borrower shall be unable to withdraw any of the Collateral without the Lender's prior written consent;
4.3. The Custodian shall deliver all or any part of the Collateral to the Lender upon its request at any time; and
4.4. The Lender's receipt for any of the Collateral so delivered by the Custodian shall be a full and complete receipt and acquittance to the Custodian as fiduciary for the Collateral.
Collateral Shares. The Company and the Purchaser hereby agree that the Debenture will be secured by 3,500,000 shares of Common Stock of the Company beneficially owned by Pxxxx Xxxxxx Xxxx, the Chief Executive Officer of the Company (the “Collateral Shares”), pursuant to that certain Stock Pledge Agreement dated as of the even date. The Collateral Shares shall be held in the office of Szaferman Lxxxxx Xxxxxxxxx & Blader, PC, as the escrow agent, pursuant to that certain Escrow Agreement dated as of the even date. The Purchaser shall have full-recourse against the Company in the event that net proceeds from the sale of the Collateral Shares do not provide adequate coverage of amounts owed under the Debenture. Upon termination of the Debenture, any remaining Collateral Shares shall be immediately returned to the Company.
Collateral Shares. Borrower shall pledge its investment of 200,000 shares in Blideo Inc. (the “Collateral Shares”) as collateral for the Note. The Collateral Shares shall be accompanied by a stock power duly signed and executed by Borrower to enable the transfer into Lenders name. In the event that Holder takes title to the Collateral Shares in accordance with the provisions of paragraph 4 (i) below, Borrower shall have the right for 90 (ninety) days after the Maturity Date to repurchase the Collateral Shares for twice the principal sum or Two Hundred Thousand (U.S. $200,000).
Collateral Shares. (a) As security for the payment of the obligations ----------------- of the Borrower to the Bank, whether now or hereafter existing and howsoever evidenced, or any extension or renewal thereof, including, without limitation, all obligations under the Loan Agreement, the related Revolving Note dated as of February 11, 2000, and the Pledge Agreement (collectively, the "Obligations"), the Borrower has previously pledged and assigned to the Bank under the Loan Agreement and the Pledge Agreement, as the same may be amended from time to time, among other things, the PrivateBank Shares and the PrivateBank St. Louis Shares and the Pledged Security, as defined in the Pledge Agreement (collectively with all income and profits thereof, all distributions thereon, all other proceeds thereof and all rights, benefits and privileges pertaining or arising thereunder, the "Collateral Shares"); and
(b) The Collateral Shares are concurrently herewith being delivered to the Custodian for safekeeping.
Collateral Shares. The Borrower shall deliver, or shall cause ----------------- to be delivered, within thirty (30) days after the Effective Date, share certificates representing all of the issued and outstanding stock of T.W.O.C., Inc., The Wiser Marketing Company, Wiser Oil Delaware, Inc., Wiser Oil Company of Canada, Lechuza Energy Company and Wiser Northern Ireland, Ltd.
Collateral Shares. (i) The Collateral Shares:
(A) are in book-entry form and held through a Clearing System;
(B) are credited to the Securities Account;
(C) have been duly authorised and validly issued;
(D) are fully paid and non-assessable and no moneys or liabilities are outstanding or payable in respect of any of them;
(E) are not subject to any shareholders' agreement, investor rights agreements, lock up agreement, or any other similar agreements or any voting, transfer or other contractual restrictions to which the Chargor is a party other than as set out in this Deed;
(F) are not subject to any pre-emptive rights or restrictions on transfers or any lock-up or similar restrictions or right of first refusal or similar rights granted to any third party to which the Chargor is subject; and
(G) are not subject to any transfer restrictions.
(ii) The Collateral Shares:
(A) do not, as a result of being made subject to this Security, result in any form of notification being required to be made to any governmental authority or to any other person by the Chargor or its Affiliates or any other person;
(B) do not, as a result of being made subject to this Security, and would not, on enforcement of this Security or any appropriation or transfer of all or any part of those Securities by or to the Chargee or any other person:
(1) result in a requirement for any approval to be obtained from any governmental authority or from any other person;
(2) result in any clearance to deal being required under any applicable law or regulation by the Chargor or its Affiliates or any other person; or
(3) result in a mandatory offer or bid having to be made by the Chargee or other person; and
(C) are not subject to any other legal or contractual restriction, or on the ability of the Chargee to value, market, realise or enforce its Security over those Securities.
Collateral Shares. As security for the payment of the obligations of the Borrower to the Bank, whether now or hereafter existing and howsoever evidenced, or any extension or renewal thereof, including, without limitation, the loans made to Borrower from time to time under the Loan Agreement (the “Obligations”), Borrower has previously pledged and assigned to the Bank, among other things, the following shares (collectively, the “Collateral Shares”):
(i) 210,730 shares of common stock of Lake Forest Bank & Trust Company;
(ii) 125,000 shares of common stock of Libertyville Bank & Trust Company;
(iii) 107,500 shares of common stock of Hinsdale Bank & Trust Company;
(iv) 142,500 shares of common stock of North Shore Community Bank & Trust Company;
(v) 125,000 shares of common stock of Barrington Bank and Trust Company;
(vi) 125,000 shares of common stock of Crystal Lake Bank and Trust Company; and
(vii) 162,500 shares of common stock of Northbrook Bank and Trust Company;
(viii) 46,000 shares of common stock of Wheaton Bank and Trust;
(ix) 100,000 shares of common stock of Village Bank and Trust Arlington Heights;
(x) 725,723 shares of common stock of Advantage National Bank;
(xi) 12,000 shares of common stock of Town Bank;
(xii) 90,000 shares of common stock of State Bank of the Lakes;
(b) The Collateral has been delivered to the Custodian for safekeeping and the Custodian acknowledges receipt thereof.
