Covenants and Agreements. Grantor hereby covenants and agrees that: (1) without the prior written consent of the Collateral Agent, such Grantor shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof; (2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property; (3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b); (4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto; (5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and (6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 2 contracts
Samples: Security Agreement (Viking Systems Inc), Security Agreement (St Cloud Capital Partners Lp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Security Agent, such Grantor it shall not vote to enable or take any other action to: (a) other than as permitted by the Indenture, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Security Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase AgreementIndenture, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Security Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Security Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Security Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and and, except to the extent not prohibited by the Indenture, no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)2.2;
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Security Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Security Agent or its nominee following an Event of Default and to the substitution of the Security Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto; and
(v) With respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantors own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantors shall use their commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the security interest of the Security Agent hereunder and following an Event of Default, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Security Agent of its designee, and to the substitution of the Security Agent or its designee as a partner or member with all the rights and powers related thereto. Each Grantor consents to the grant by each other Grantor of a Lien in all Investment Related Property to the Security Agent and without limiting the generality of the foregoing consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Security Agent or its designee following an Event of Default and to the substitution of the Collateral Security Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 2 contracts
Samples: Notes Pledge and Security Agreement (Altice USA, Inc.), Notes Pledge and Security Agreement (Altice USA, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is an Affiliate or Subsidiary of a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is an Affiliate or Subsidiary of a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest that is an Affiliate or Subsidiary of a Grantor or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests that is an Affiliate or Subsidiary of a Grantor which interests are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property if the non-exercise of such rights would adversely affect or could reasonably be expected to adversely affect such Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is an Affiliate or Subsidiary of a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 2 contracts
Samples: Pledge and Security Agreement (J Crew Group Inc), Pledge and Security Agreement (J Crew Group Inc)
Covenants and Agreements. Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Security Agent, such Grantor it shall not vote to enable or take any other action to: (a) other than as permitted by the Indenture, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Collateral Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Security Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase AgreementIndenture, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Security Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Security Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Collateral Investment Related Property;
(3iii) without the prior written consent of the Collateral Security Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and and, except to the extent not prohibited by the Indenture, no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors Grantor upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) With respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantor own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantor consents shall use its commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the grant of a security interest in all Investment Related Property of the Security Agent hereunder and following an Event of Default, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Collateral Security Agent andof its designee, without limiting and to the foregoing, substitution of the Security Agent or its designee as a partner or member with all the rights and powers related thereto. Grantor consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Security Agent or its designee following an Event of Default and to the substitution of the Collateral Security Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 2 contracts
Samples: Notes Pledge and Security Agreement (Altice USA, Inc.), Notes Pledge and Security Agreement (Altice USA, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of that contradicts the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 2 contracts
Samples: Second Lien Pledge and Security Agreement (Arizona Chemical Ltd.), First Lien Pledge and Security Agreement (Arizona Chemical Ltd.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such no Grantor shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such any Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their its assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, provided however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such each Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such each Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such no Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates the surviving or resulting corporation, limited liability company, partnership or other entity grants to the Collateral Agent a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 9-508 of the UCC) in any collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving is an issuer which is a controlled foreign corporation (as defined in the Non-U.S. Internal Revenue Code of 1986, as amended)Subsidiary, then such Grantor shall only be required to pledge equity interests in accordance that percentage of its Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) that complies with Section 2(b);3; and (iii) such transaction is otherwise permitted by the Credit Agreement; and
(4iv) such Grantor it consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Stock, Pledged Partnership Interest and or any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a shareholder in any corporation, partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 2 contracts
Samples: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, operating agreement, certificate of formation, certificate of incorporation, by-laws or other organizational documents in any way that materially adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any material default under or breach of any terms of the organizational document relating to of the issuer of any Pledged Equity Interest or the terms of any material Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUCC (it being understood that the Collateral Agent has provided its written consent to the Pledged LLC Interests of Xxxxxx being caused to be treated as securities for purposes of the UCC in accordance with the Post-Closing Agreement; provided, provided however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing described in this clause (e) (whether with or without such consent of the Collateral Agent), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property, except where the failure to so enforce would not have a material and adverse effect on the value of such Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate (other than a merger or consolidation among one or more Loan Parties to the extent permitted by, and in accordance with, the Credit Agreement) unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests (other than Excluded Equity) of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such Grantor it consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Joe's Jeans Inc.), Guarantee and Collateral Agreement (Joe's Jeans Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature (or to certificate any equity interests to the extent such equity interests do not exist in certificated form as of the date hereof; provided, that if such equity interests are certificated after the date hereof, the Grantor owning or controlling such certificated equity interests shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof) or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCCUniform Commercial Code) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUniform Commercial Code; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;, except to the extent that the failure to so comply or enforce could not reasonably be expected to result in a Material Adverse Effect; and
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (Vonage Holdings Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase 2000 Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtInterest, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer UCC of any Pledged Partnership Interests or Pledged LLC Interests takes jurisdiction and, in any such action in violation of the foregoing in this clause (e)event, such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor it acquires rights in any Pledged Equity Interest or Pledged Debt Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt Investment Related Property and all other Pledged Equity Interest or Pledged DebtInvestment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.shall
Appears in 1 contract
Samples: Security Agreement (Building Materials Investment Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) other than as permitted under the Revenue Sharing and Securities Purchase Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property Property, taken as a whole or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests Capital Stock or securities of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest Capital Stock or securities of any nature of such issuer, (c) other than as permitted under the Revenue Sharing and Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document documents relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) other than as permitted under the Revenue Sharing and Securities Purchase Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock Capital Stock or other equity interests securities of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee upon following the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) other than as permitted under the Indenture, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Indenture, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase AgreementIndenture, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eb), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations in all material respects under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest for the benefit of the Collateral Agent that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorhereunder; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Foreign Entity, then such a Grantor shall only be required to pledge the equity interests of such Foreign Entity in accordance with Section 2(b)2.2 hereof;
(4iv) such each Grantor (1) consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related theretothereto and (2) agrees that if at any time it shall receive instructions originated by the Collateral Agent relating to the Pledged Equity Interests of such Grantor in which a security interest has been granted to the Collateral Agent by any other Grantor (the “Pledging Grantor”), such Grantor shall comply with such instructions without further consent by the Pledging Grantor or any other Person;
(5v) such Grantor it shall notify the Collateral Agent of any default under any Pledged Debt Equity Interests that has caused, either in any case or in the aggregate, a Material Adverse Effect;
(vi) if the Collateral Agent exercises its right to sell all or any of the Pledged Equity Interests of any Grantor pursuant to Section 7 hereof, each Grantor agrees that, upon request of the Collateral Agent, such Grantor will, at its own expense:
(1) use its best efforts to qualify the Pledged Equity Interests under the state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Pledged Equity Interests, as requested by the Collateral Agent;
(2) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the provisions of Section 13(a) of the Securities Act;
(3) provide the Collateral Agent with such other information and projections as may be necessary or, in the opinion of the Collateral Agent, advisable to enable the Collateral Agent to effect the sale of such Pledged Equity Interests; and
(64) in do or cause to be done all such other acts and things as may be necessary to make such sale of the event such Grantor acquires rights in any Pledged Equity Interest Interests or any part thereof valid and binding and in compliance with Applicable Law; and Americas 91413044 25
(vii) The Collateral Agent is authorized, in connection with any sale of the Pledged Debt after the date Equity Interests pursuant to Section 7 hereof, to deliver or otherwise disclose to any prospective purchaser of the Pledged Equity Interests (1) any information and projections provided to it shall deliver pursuant to clause (vi) above and (2) any other information in its possession relating to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyInterests.
Appears in 1 contract
Samples: Pledge and Security Agreement (Xerium Technologies Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor which shall not be unreasonably withheld, conditioned or delayed, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, except to another Grantor who has caused such property to become subjected to a perfected Lien thereon in favor of the Collateral Agent, and except as otherwise permitted under the Credit Agreement, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any material default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt if waiver of such default or breach could reasonably be expected to adversely affect the validity, perfection or priority of the Collateral Agent’s security interest, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests except to the extent being contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor, and shall enforce all of its material rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral AgentAgent which shall not be unreasonably withheld, such Grantor conditioned or delayed, it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Services International LLC)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, except, in each case, (i) the issuance of Securities by any Grantor pursuant to any outstanding options or warrants issued by such Grantor prior to the Closing Date, (ii) the issuance of additional Securities of any Grantor pursuant to the Holdings' Unit Option Plan II dated January 1, 2001, as amended to the date hereof, and (iii) the issuance of any Securities by any Grantor in connection with any Permitted Acquisition, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities Securities (for purposes of the UCC) on the date hereof Closing Date to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities Securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish establish, subject to the terms of the Intercreditor Agreement, the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) subject to the terms of the Intercreditor Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests Capital Stock of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities Securities or other property is distributed in respect of the outstanding equity interests Capital Stock of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is SECOND LIEN PLEDGE AND SECURITY AGREEMENT EXECUTION a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests Capital Stock in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer transfer, subject to the terms of the Intercreditor Agreement, of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;.
(5v) such Grantor it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Reprographics CO)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Parity Lien Collateral AgentTrustee, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Parity Lien Collateral AgentTrustee’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, except to another Grantor who has caused such property to become subjected to a perfected Lien thereon in favor of the Parity Lien Collateral Trustee, and except as otherwise permitted under the Parity Lien Documents, (c) other than as permitted under the Securities Purchase AgreementParity Lien Documents, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Parity Lien Collateral Agent Trustee in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Parity Lien Collateral AgentTrustee’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests except to the extent being contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in GAAP, shall have been made therefore, and shall enforce all of its material rights with respect to any Investment Related PropertyPledged Equity Interests;
(3iii) unless otherwise permitted under the Parity Lien Documents, without the prior written consent of the Parity Lien Collateral AgentTrustee, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock Capital Stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity owned by a Grantor is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors issuer upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect2.2; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (NewPage Energy Services LLC)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) except as otherwise permitted under the Financing Agreement or any other Loan Documents, without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (bB) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or other equity interest is pledged to the Collateral Agent in accordance with this Agreement, (cC) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (dD) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would adversely affect the value of such Pledged Equity Interest or Pledged Debt or adversely affect the validity, perfection, or priority of the Collateral Agent’s security interest or the privileges, rights and powers of the Collateral Agent in each case under this Agreement, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, howeverprovided that, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eE), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereofthereof and (F) vote to enable or take any other action that would be materially adverse to the interests of the Secured Parties;
(2ii) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) except as otherwise permitted under the Financing Agreement or any other Loan Documents, including with respect to an Asset Sale permitted under the Financing Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (iA) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (iiB) all the outstanding capital stock Capital Stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following nominee after the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Danimer Scientific, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) unless permitted under the Credit Agreement, without the prior written consent of the Collateral AgentLender, such Grantor it shall not vote to enable or take any other action to: to (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral AgentLender’s security interestinterest in the Collateral, except for Permitted Encumbrances and Permitted Sales, (b) permit any issuer of any Pledged Equity Interest that is a direct Grantor or indirect subsidiary of Grantor a Subsidiary thereof to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interests are pledged hereunder to the extent required hereby, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their assetsits assets in a transaction not constituting a Permitted Sale, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor it consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Lender and, without limiting the foregoing, following the occurrence and during the continuation of an Event of Default and consents to (x) the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Lender or its designee following an Event of Default nominee and to (y) the substitution of the Collateral Agent Lender or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) Except as otherwise expressly permitted under the Credit Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, Debt or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce in all material respects all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate other than as permitted under the Credit Agreement, unless (i) such issuer issuer, if the surviving Person, creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity that is held by a Grantor is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors entity upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mortons Restaurant Group Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentSecured Party, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s Secured Party's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Secured Party in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “Secured Party's "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Secured Party and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Secured Party or its designee nominee following an Event of Default and to the substitution of the Collateral Agent Secured Party or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5iv) such Grantor it shall notify the Collateral Agent Secured Party of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Pacific Energy Resources LTD)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Administrative Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (ec) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eb)(i), such Grantor shall promptly notify the Collateral Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Administrative Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property, except, in each case, to the extent failure to do so would not adversely affect the enforceability or validity, perfection or priority of the Administrative Agent’s security interest;
(3iii) without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Administrative Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Administrative Agent or its designee following nominee if an Event of Default has occurred and is continuing and to the substitution of the Collateral Administrative Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6v) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall promptly deliver to the Collateral Administrative Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new certificated Pledged Equity Interest Interests acquired, received or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding obtained after the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyClosing Date.
Appears in 1 contract
Samples: Pledge and Security Agreement (Clovis Oncology, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase 2003 Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtInterest, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer UCC of any Pledged Partnership Interests or Pledged LLC Interests takes jurisdiction and, in any such action in violation of the foregoing in this clause (e)event, such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.4 as required hereby;
(iii) in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property, including, without limitation, prompt delivery thereof to the Collateral Agent to be held in the Cash Collateral Account, and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor;
(iv) it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3v) without in the prior written consent of event that the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct merged or indirect subsidiary of Grantor consolidated with another entity, it shall deliver or otherwise pledge and grant to merge or consolidate unless (i) such issuer creates the Collateral Agent a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other Grantor's equity interests of the surviving or interest resulting corporation, limited liability company, partnership or other entity is, upon from such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed consolidation in respect of the outstanding equity interests of any other constituent Grantoraccordance herewith; provided that if the surviving or resulting Grantors entity upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in organized under the U.S. Internal Revenue Code laws of 1986, as amended)a jurisdiction outside of the United States, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution having 65% of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with voting power of all the rights and powers related thereto;
(5) classes of capital stock of such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver issuer entitled to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyvote.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature (or to certificate any equity interests to the extent such equity interests do not exist in certificated form as of the date hereof; provided, that if such equity interests are certificated after the date hereof, the Grantor owning or controlling such certificated equity interests shall take all steps necessary or advisable to establish the Collateral Agent’s “control” (or the “control” of its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents) thereof) or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCCUniform Commercial Code) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUniform Commercial Code; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” (or the “control” of its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents) thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;, except to the extent that the failure to so comply or enforce could not reasonably be expected to result in a Material Adverse Effect; and
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Vonage Holdings Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (ed) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if Grantor becomes aware that any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (ed), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps reasonably necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;.
(5v) such Grantor it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentAgent (which shall not be unreasonably withheld), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interestinterest except for Permitted Liens and Permitted Sales, (b) permit any issuer of any Pledged Equity Interest that is a direct Grantor or indirect subsidiary of Grantor a Subsidiary thereof to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interests is pledged hereunder, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would individually or in the aggregate cause a Material Adverse Effect, or (e) cause any Subsidiary of Holdings that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable reasonably requested by the Collateral Agent to establish the Collateral Agent’s “'s "control” " thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (American Achievement Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentAgent (acting upon a Direction of the Requisite Lenders), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerIssuer in violation of the Credit Documents, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer Issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Equity Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Equity Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer Issuer of any Pledged Partnership Interests or Pledged LLC Equity Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereofthereof or (f) alter the voting rights with respect to any of the Pledged Equity Interests;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral AgentAgent (acting upon a Direction of the Requisite Lenders), such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Grantor Each Pledgor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentBank, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or and adversely affects the validity, perfection or priority of the Collateral AgentBank’s security interest, ; (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary Subsidiary of Grantor such Pledgor and that is not a Fund to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer in any way that materially and adversely affects the validity, perfection or priority of the Bank’s security interest; (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary Subsidiary of Grantor such Pledgor and that is not a Fund to dispose of all or a material portion of their its assets, ; (d) during the continuance of any breach by the Parent of its obligations under or pursuant to the Guarantee Agreement, waive any material default under or breach of any material terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, Interest; or (e) cause any issuer of any Pledged Partnership Equity Interests or Pledged LLC Interests which that is a Subsidiary of such Pledgor that are not securities (for purposes of the UCC) on the date hereof on which such interests are pledged pursuant to this Agreement to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Equity Interests to be treated as securities for purposes of the UCCUCC or to cause the issuance of certificates or other evidence of Pledged Equity Interests, respectively, without the consent of the Bank; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Equity Interests takes any such action in violation of the foregoing in this clause (e), such Grantor Pledgor shall promptly notify the Collateral Agent Bank in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral AgentBank’s “control” thereof;
(2ii) if such Pledgor receives any dividends, interest or distributions on any Investment Property, or any securities or other property, in each case upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Property, then (x) such Grantor dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (y) such Pledgor shall either (A) within thirty (30) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank over such dividends, interest or distributions and securities or other property (including delivery thereof to the Bank), or (B) arrange for replacement Collateral pursuant to Section 4(d) of this Agreement, and pending any such action such Pledgor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Bank and such property shall be segregated from all other property of such Pledgor. Notwithstanding the foregoing, so long as no breach by the Parent of its obligations under or pursuant to the Guarantee Agreement shall have occurred and be continuing, the Bank authorizes such Pledgor to retain all cash dividends and distributions and all payments of interest and principal;
(iii) it shall comply in all material respects with all of its obligations under any partnership agreement or agreement, limited liability company agreement relating or similar agreement related to any Pledged Partnership Interests or Pledged LLC Interests Equity Interest and shall enforce in all material respects all of its rights with respect to any Investment Related Property;
(3iv) without the prior written consent of the Collateral AgentBank, such Grantor it shall not permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined company other than in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effectcompliance herewith; and
(6v) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver take all actions necessary to register the Collateral Agent a completed Pledge Supplement, substantially in pledge of any partnership interest on the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt books and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest records of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyappropriate partnership.
Appears in 1 contract
Covenants and Agreements. Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) other than as permitted by the Credit Agreement, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Collateral Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Collateral Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and and, except to the extent not prohibited by the Credit Agreement, no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors Grantor upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) With respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantor own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantor consents shall use its commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the grant of a security interest in all Investment Related Property of the Collateral Agent hereunder and following an Event of Default, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Collateral Agent andof its designee, without limiting and to the foregoing, substitution of the Collateral Agent or its designee as a partner or member with all the rights and powers related thereto. Grantor consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) unless otherwise permitted under the Revolving Credit Agreement, without the prior written consent of the Revolving Collateral AgentAgent (which shall not be unreasonably withheld), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Revolving Collateral Agent’s 's security interestinterest except for Permitted Liens and Permitted Sales, (b) permit any issuer of any Pledged Equity Interest that is a direct Grantor or indirect subsidiary of Grantor a Subsidiary thereof to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interests is pledged hereunder, (c) other than as permitted under the Securities Purchase Revolving Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their its assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would individually or in the aggregate cause a Material Adverse Effect, or (e) cause any Subsidiary of Holdings that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Revolving Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable reasonably requested by the Revolving Collateral Agent to establish the Revolving Collateral Agent’s “'s "control” " thereof, provided, however, that to the extent that any such Investment Related Property constitutes Fixed Collateral, prior to the Discharge of Term Obligations, the Grantor shall satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Term Collateral Agent in accordance with the terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Revolving Collateral Agent's independent control where possible;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property, except to the extent that the noncompliance or non-enforcement of which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor it consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Revolving Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Revolving Collateral Agent or its designee nominee, subject to the terms of the Intercreditor Agreement, following the occurrence and during the continuance of an Event of Default and to the substitution of the Revolving Collateral Agent or its designee nominee, subject to the terms of the Intercreditor Agreement, as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6iv) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver notify the Revolving Collateral Agent in writing, by executing and delivering to the Revolving Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to or Schedules thereto, reflecting such new promptly if any issuer of Pledged Equity Interest LLC Interests or Pledged Debt and all other Pledged Equity Interest Partnership Interests that is a Grantor or Pledged Debt. Notwithstanding a Subsidiary thereof has not opted to be treated as securities under the foregoing, it is understood and agreed that the security interest UCC of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyany jurisdiction.
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Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: :
(a) other than as permitted by the Credit Agreement, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and and, except to the extent not prohibited by the Credit Agreement, no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)2.2;
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto; and
(v) With respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantors own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantors shall use their commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the security interest of the Collateral Agent hereunder and following an Event of Default, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Collateral Agent of its designee, and to the substitution of the Collateral Agent or its designee as a partner or member with all the rights and powers related thereto. Each Grantor consents to the grant by each other Grantor of a Lien in all Investment Related Property to the Collateral Agent and without limiting the generality of the foregoing consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) other than as permitted under the Credit Agreement, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (bB) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (cC) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (dD) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eE), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” thereof" thereof (subject to the terms of the Intercreditor Agreement to the extent then in effect);
(2ii) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and and, except as otherwise provided in this Agreement, shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5iv) such Grantor it shall notify the Collateral Agent of any default under any Pledged Debt that has causedcaused or could reasonably be expected to cause, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
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Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Obligations (other than unmatured contingent obligations) and the expiration or termination of all Hedge Agreements:
(1i) without the prior written consent of the First Lien Collateral Agent or the Collateral Agent, such Grantor as applicable, in accordance with the Intercreditor Agreement, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interest is pledged hereunder, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would individually or in the aggregate cause a Material Adverse Effect, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), unless such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its material rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the First Lien Collateral Agent or the Collateral Agent, such Grantor as applicable, in accordance with the Intercreditor Agreement, it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 the covenants of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent GrantorSecond Lien Documents are complied with; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the First Lien Collateral Agent or the Collateral Agent (or its designee respective nominee), as applicable, in accordance with the Intercreditor Agreement following an Event of Default and to the substitution of the First Lien Collateral Agent or the Collateral Agent (or its designee respective nominee), as applicable, in accordance with the Intercreditor Agreement, as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Day International Group Inc)
Covenants and Agreements. Grantor hereby covenants and agrees that:
(1) without the prior written consent of the Collateral Agent, such Grantor shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s 's acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, except to the extent the same are pledged to the Collateral Agent hereunder, (c) other than as permitted under the Securities Purchase Financing Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any material default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates prior thereto, the Collateral Agent shall have received a perfected security interest that is perfected by (having a filed financing statement (that is not effective solely under Section 9508 of priority equal to or better than the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon priority it had immediately prior to such merger or consolidation, pledged hereunder ) in an equivalent type and no cash, securities or other property is distributed in respect portion of the outstanding equity interests of any other constituent Grantor; provided that if Equity Interests in the surviving or resulting Grantors upon any Person as it held in the issuer of the Pledged Equity Interest immediately prior to such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);consolidation; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Financing Agreement (Global Geophysical Services Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCCUniform Commercial Code) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUniform Commercial Code; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;; and
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Security Agent, such Grantor it shall not vote to enable or take any other action to: (a) other than as permitted by the Credit Agreement, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Security Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Security Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Security Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Security Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and and, except to the extent not prohibited by the Credit Agreement, no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)2.2;
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Security Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Security Agent or its nominee following an Event of Default and to the substitution of the Security Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto; and
(v) With respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantors own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantors shall use their commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the security interest of the Security Agent hereunder and following an Event of Default, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Security Agent of its designee, and to the substitution of the Security Agent or its designee as a partner or member with all the rights and powers related thereto. Each Grantor consents to the grant by each other Grantor of a Lien in all Investment Related Property to the Security Agent and without limiting the generality of the foregoing consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Security Agent or its designee following an Event of Default and to the substitution of the Collateral Security Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Loans Pledge and Security Agreement (Altice USA, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations and termination of all Commitments:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or and adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their assets, (d) during the continuance of an Event of Default waive any material default under or breach of any material terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests in each case which is a Subsidiary which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUCC or to cause the issuance of certificates or other evidence of Pledged Partnership Interests or Pledged LLC Interests, respectively, in such Grantor without the consent of the Collateral Agent; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof; NY12534:167338.25
(ii) in the event it acquires rights in any Investment Related Property after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.4 as required hereby;
(2iii) except as provided in the next sentence or in the Credit Agreement, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall within ten days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest and principal;
(iv) it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce in all material respects all of its rights with respect to any Investment Related Property;
(3v) it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(vi) without the prior written consent of the Collateral AgentAgent or as permitted under the Credit Agreement, such Grantor it shall not permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other NY12534:167338.25 property is distributed in respect of the outstanding equity interests of any other constituent Grantorcompany; provided that if the surviving or resulting Grantors company upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined Foreign Entity or a Domestic Subsidiary that has no material assets other than Capital Stock of or other Investments in the U.S. Internal Revenue Code of 1986, as amended)one or more Foreign Entity, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);1.04 hereof; and
(4vii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting subject to the foregoingterms of the applicable partnership agreement or limited liability company agreement or operating agreement, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Oppenheimer Holdings Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is controlled by a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is controlled by a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest controlled by a Grantor or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is controlled by a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors Person upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)2.2;
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6v) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver addition to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it if any issuer of any Investment Related Property is understood located in a jurisdiction outside of the United States, the applicable Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and agreed that records or making such filings or recordings, in each case as may be reasonably necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all Pledged Equity Interest or Pledged Debt immediately upon any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor’s acquisition , to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebysmaller or larger denominations.
Appears in 1 contract
Samples: Pledge and Security Agreement (American Medical Systems Holdings Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentAgent unless permitted by the Credit Agreement, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes and adversely affects the rights of such Grantor with respect to any Investment Related Property or materially and adversely affects the validity, perfection or priority of the Collateral Agent’s security interestinterests, (b) other than as permitted under the Credit Agreement, permit any issuer to the extent it is a Loan Party of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer to the extent it is a Loan Party, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer to the extent it is a Loan Party of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their its assets, or (d) waive any default under or breach of any terms of organizational document relating to the issuer to the extent it is a Loan Party of any Pledged Equity Interest or the terms of any Pledged Debt, Debt unless such waiver could not reasonably be expected to have a Material Adverse Effect. If any issuer to the extent it is a Loan Party of any Pledged Partnership Interests or (e) Pledged LLC Interests takes any action to cause any issuer to the extent it is a Loan Party of any Pledged Partnership Interests or Pledged LLC Interests which are not securities treated as “securities” (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities “securities” for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or reasonably advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its material rights with respect to any material Investment Related Property, unless failure to comply could not reasonably be expected to have a Material Adverse Effect;
(3iii) except as permitted by the Credit Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not permit any other Grantor or any other issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger corporation, limited liability company, partnership or consolidation involving an issuer which other entity is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.02, and (ii) in the event of a merger or consolidation of a Grantor, the surviving or resulting corporation, limited liability company, partnership or other entity becomes a Grantor hereunder; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such ; provided, however, that no Grantor shall notify be required to cause the Collateral Agent registration of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyunder any securities laws.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any material default under or material breach of any terms of any organizational document relating to of the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUniform Commercial Code of any jurisdiction; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.4 as required hereby;
(iii) without limiting the generality of Section 3.4(b)(ii), in the event that any Grantor acquires rights in any Deposit Accounts maintained at Xxxxx Fargo Bank, NA. (each, the “Xxxxx Fargo Deposit Account”) after the date hereof, such Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Xxxxx Fargo Deposit Accounts. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Xxxxx Fargo Deposit Accounts immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.4 as required hereby;
(iv) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest;
(v) it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and, except as otherwise in the ordinary course of business as generally conducted by it on and prior to the date hereof, shall enforce all of its material rights with respect to any Investment Related Property;
(3vi) it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect.
(vii) other than as permitted under the Credit Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorcompany; provided that if the surviving or resulting Grantors company upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);having 65% of the voting power of all classes of capital stock of such issuer entitled to vote; and
(4viii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and during the continuance thereof and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents Organizational Document in any way that materially changes manner not permitted by the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interestCredit Agreement, (bB) except as permitted by the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (cC) other than except as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (dD) waive any default under or breach of any terms of organizational document any Organizational Document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eE), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable reasonably requested by Collateral Agent to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement Organizational Document relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless concurrently with such merger or consolidation (ior such later time as Collateral Agent may agree in its sole discretion) (A) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section section 9508 of the UCC) in collateral Collateral in which such new debtor has or acquires rights, and (iiB) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity Person is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided provided, that if GS / Landec – Pledge and Security Agreement the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Equity Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership shareholder, partner, member or otherwise as a member in any limited liability company applicable with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentTrustee, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s Trustee's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase AgreementParity Lien Documents, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, if such default or breach could reasonably be expected to result in a Material Adverse Effect, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Trustee in writing of any such election or action and, in such event, shall take all steps reasonably necessary or advisable to establish the Collateral Agent’s “Trustee's "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property, except where such failure to comply or enforce could not reasonably be expected to have a Material Adverse Effect;
(3iii) without the prior written consent of the Collateral AgentTrustee, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Trustee and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Trustee or its designee nominee following an Event of Default and to the substitution of the Collateral Agent Trustee or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Belden & Blake Corp /Oh/)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Administrative Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (ec) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eb)(i), such Grantor shall promptly notify the Collateral Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Administrative Agent’s “control” thereof;
(2ii) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Administrative Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Administrative Agent or its designee following nominee if an Event of Default has occurred and is continuing and to the substitution of the Collateral Administrative Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6v) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall promptly deliver to the Collateral Administrative Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new certificated Pledged Equity Interest Interests acquired, received or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding obtained after the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyEffective Date.
Appears in 1 contract
Samples: Pledge and Security Agreement (Clovis Oncology, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations and termination of all Commitments:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or materially and adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any material default under or breach of any material terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the 20 UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.4 as required hereby;
(iii) except as provided in the next sentence or in the Credit Agreement, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall within ten days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest and principal;
(iv) it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce in all material respects all of its rights with respect to any Investment Related Property;
(3v) it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect.
(vi) without the prior written consent of the Collateral AgentAgent or as permitted under the Credit Agreement, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorcompany; provided that if the surviving or resulting Grantors company upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Foreign Subsidiary, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);1.4 hereof; and
(4vii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents and to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Berry Plastics Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Administrative Agent’s security interestinterest in such applicable Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Financing Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any material terms of organizational document relating to the issuer of any Pledged Equity Interest or the material terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eb)(i)(e), such Grantor shall promptly notify the Collateral Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Administrative Agent’s “control” thereof;
(2ii) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall use commercially reasonable efforts to enforce all of its rights with respect to any Investment Related Property;
(3iii) except as permitted by the Financing Agreement, without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder in accordance with the terms hereof and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Administrative Agent and, without limiting the foregoing, consents to the transfer at any time following the occurrence and continuance of an Event of Default of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Administrative Agent or its designee following an Event of Default nominee and to the substitution of the Collateral Administrative Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (TherapeuticsMD, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) unless otherwise permitted under the Revolving Credit Agreement, without the prior written consent of the Revolving Collateral AgentAgent (which shall not be unreasonably withheld), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Revolving Collateral Agent’s security interestinterest except for Permitted Liens and Permitted Sales, (b) permit any issuer of any Pledged Equity Interest that is a direct Grantor or indirect subsidiary of Grantor a Restricted Subsidiary thereof to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interests is pledged hereunder, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Restricted Subsidiary to dispose of all or a material portion of their its assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would, individually or in the aggregate, cause a Material Adverse Effect, or (e) cause any Restricted Subsidiary of the Borrower that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Revolving Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable reasonably requested by the Revolving Collateral Agent to establish the Revolving Collateral Agent’s “control” thereofthereof (including those steps described in Section 4.4.1(b) hereof), provided, however, to the extent that any such Investment Related Property constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, the Grantor shall satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Secured Notes Collateral Agent in accordance with the terms of the Notes Security Agreement and the Intercreditor Agreement;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property, except to the extent that the noncompliance or non-enforcement of which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor it consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Revolving Collateral Agent and, without limiting the foregoing, following the occurrence and during the continuance of an Event of Default and subject to the terms of the Intercreditor Agreement, consents to (x) the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Revolving Collateral Agent or its designee following an Event of Default nominee and to (y) the substitution of the Revolving Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6iv) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver notify the Revolving Collateral Agent in writing, by executing and delivering to the Revolving Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached heretoA, together with all Supplements to or Schedules thereto, reflecting such new promptly if any issuer of Pledged Equity Interest LLC Interests or Pledged Debt and all other Pledged Equity Interest Partnership Interests that is a Grantor or Pledged Debt. Notwithstanding a Restricted Subsidiary thereof has opted to be treated as securities under the foregoing, it is understood and agreed that the security interest UCC of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyany jurisdiction.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with With respect to any Investment Related Property issued by a Subsidiary of such Grantor and any other Investment Related Property with a fair market value in excess of $2,500,000 individually that is a Certificated Security or adversely affects the validitythat is an “instrument” (other than any Investment Related Property credited to a Securities Account) owned by such Grantor, perfection it shall cause such certificate or priority of instrument to be delivered to the Collateral Agent’s security interest, indorsed in blank by an “effective indorsement” (b) permit any issuer as defined in Section 8-107 of any Pledged Equity Interest that is the UCC), regardless of whether such certificate constitutes a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (“certificated security” for purposes of the UCC.
(ii) on With respect to any Investment Related Property issued by a Subsidiary of such Grantor and any other Investment Related Property with a fair market value in excess of $2,500,000 individually that is an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account) owned by such Grantor, it shall cause the date hereof issuer of such uncertificated security (to elect the extent such issuer is not a Loan Party or otherwise take any action a Subsidiary of a Loan Party), or, in the event such issuer is not an Affiliate of such Grantor, it shall use commercially reasonable efforts to cause such Pledged Partnership Interests or Pledged LLC Interests issuer of such uncertificated security, to be treated either (i) register the Collateral Agent as securities for purposes the registered owner thereof on the books and records of the UCC; providedissuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form reasonably satisfactory to the Collateral Agent, however, notwithstanding pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. Each Loan Party agrees on behalf of itself and its Subsidiaries to comply with instructions originated by the Collateral Agent issued pursuant to this Agreement with regard to any Uncertificated Securities of such Loan Party or any of its Subsidiaries constituting Collateral without further consent of the owner thereof.
(iii) In addition to the foregoing, subject to Section 5.13(c) of the Credit Agreement, if any issuer of any Investment Related Property (other than Pledged Partnership Interests or Pledged LLC Interests takes any such action Debt) with a fair market value in violation excess of $2,500,000 owned by a Grantor is located in a jurisdiction outside of the foregoing in this clause (e)United States, such Grantor shall promptly notify the Collateral Agent in writing of any take such election or action andadditional actions, in such eventor, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereofissuer is not an Affiliate of such Grantor, it shall deliver use commercially reasonable efforts to take such additional actions, including causing the Collateral Agent a completed Pledge Supplementissuer to register the pledge on its books and records or making such filings or recordings, substantially in each case as may be necessary under the form laws of Exhibit A attached heretosuch issuer’s jurisdiction to insure the validity, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt perfection and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all Pledged Equity Interest or Pledged Debt immediately upon any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, from and after the occurrence of and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time, without notice to any Grantor’s acquisition , subject to the terms of rights therein and shall not be affected by the failure such Investment Related Property, to exchange any certificates or instruments representing any such Investment Related Property for certificates or instruments of Grantor to deliver a supplement to Schedule III as required herebysmaller or larger denominations.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors Person upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)2.2;
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6v) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver addition to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it if any issuer of any Investment Related Property is understood located in a jurisdiction outside of the United States, the applicable Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and agreed that records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all Pledged Equity Interest or Pledged Debt immediately upon any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor’s acquisition , to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebysmaller or larger denominations.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (X Rite Inc)
Covenants and Agreements. The Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate the Organizational Documents of any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents Issuer in any way that materially changes the rights of such the Grantor with respect to any Investment Related Property the Posted Securities or adversely affects (x) the validity, perfection or priority of the Collateral Agent’s 's security interestinterest in the Collateral or (y) the rights, remedies or powers of the Collateral Agent with respect thereto, including, without limitation, the ability to sell or foreclose on any Collateral or to otherwise realize upon any of the Collateral, (bB) to the extent it is able, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Issuer to issue any additional stock, partnership interests, limited liability company interests shares or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock shares or other equity interest of any nature of such issuerIssuer, (cC) other than as permitted under to the Securities Purchase Agreementextent it is able, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Issuer to dispose of all or a material portion of their its assets, (dD) waive any default under or breach of any terms of organizational document the Organization Documents relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtIssuer, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof Issuer to elect or otherwise take any action in respect of any Posted Securities, the effect of which would be to adversely affect (x) the validity, perfection or priority of any security interest (or the ability to create a valid, first priority perfected security interest in favor of the Collateral Agent) of the Collateral Agent in any Collateral or (y) the ability to sell or foreclose on any Collateral or to otherwise realize upon any of the Collateral;
(ii) the Grantor shall cause such Pledged Partnership Interests all distributions, dividends or Pledged LLC Interests interest in respect of any Collateral, (A) to the extent not already provided for or required, to be treated as securities for purposes Transferred to the Collateral Agent or a Collateral Account and (B) to be subject to a valid, first priority security interest in favor of the UCC; providedCollateral Agent and pending any such action, howeversuch Grantor shall hold all such distributions, interest, securities or other property that it receives (or which is otherwise received for its benefit) in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor notwithstanding the foregoing, if any issuer so long as no SPA Event of any Pledged Partnership Interests or Pledged LLC Interests takes any such action Default shall have occurred and be continuing, the Grantor shall retain all ordinary dividends paid in violation the normal course of the foregoing in this clause (e), such Grantor shall promptly notify business of the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereofIssuer;
(2iii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement the Organizational Documents relating to Pledged Partnership Interests or Pledged LLC Interests the Posted Securities and shall enforce all of its rights with respect to any Investment Related Propertythe Posted Securities;
(3iv) without the prior written consent of the Collateral Agent, such Grantor it shall not vote any Posted Securities to permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Issuer to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)company;
(4v) such the Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest the Posted Securities to the Collateral Agent or its designee following an SPA Event of Default and shall cause each Issuer to take such actions as are necessary to permit the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company shareholder of such Issuer with all the rights and powers related thereto;
(vi) except for the security interest created by this Agreement, it shall not create or suffer to exist any lien, claim or encumbrance upon, or with respect to any of, Posted Securities and shall defend the Posted Securities against all Persons at any time claiming any interest therein;
(vii) it shall not use or permit any Posted Securities to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Posted Securities;
(viii) it shall not change its name, identity, corporate structure, chief place of business, chief executive office or situs or establish any trade names unless it shall have first (A) notified the Collateral Agent and each Agent in writing, at least thirty (30) days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, chief place of business, chief executive office, situs or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (B) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent's security interest in the Collateral intended to be granted and agreed to hereby;
(ix) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims against, any and all Collateral, except to the extent the validity thereof is being contested in good faith and appropriate reserves with respect thereto are being maintained; provided, the Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against the Grantor or any of the Posted Securities as a result of the failure to make such payment;
(x) upon the Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent in writing of any default under event that may materially and adversely affect the ability of the Grantor or the Collateral Agent to dispose of the Collateral or any Pledged Debt that has causedportion thereof, either or the rights and remedies of the Collateral Agent in relation thereto, including, without limitation, the levy of any case legal process against the Posted Securities or any portion thereof;
(xi) it shall not take or permit any action which could impair the Collateral Agent's rights in the aggregate, a Material Adverse EffectCollateral; and
(6xii) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver not sell, transfer or assign or grant any option with respect to the Collateral Agent a completed Pledge Supplement(by operation of law or otherwise) any Posted Securities, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III except as required herebyexpressly permitted herein.
Appears in 1 contract
Samples: Sponsor Pledge and Security Agreement (Magnum Technology Fund LTD)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) except as otherwise permitted by the Credit Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or and adversely affects the validity, perfection or priority of the Collateral Agent’s security interestinterest or any Agent or Lender, (bB) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer[reserved], (cC) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets[reserved], (dD) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt if such waiver would reasonably be expected to materially and adversely affect the interests of the Secured Parties, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eE), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and and, except as otherwise permitted by the Credit Agreement, it shall enforce all of its material rights with respect to any Investment Related Property;
(3iii) except as otherwise permitted by the Credit Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless permitted by the Credit Agreement and subject to the terms of the Credit Agreement and Section 2.2 herein (iA) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (iiB) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and and, except as otherwise provided in the Credit Agreement, no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (AvidXchange Holdings, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor or except as otherwise permitted pursuant to the Credit Agreement, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property or materially and adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Term Loan Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that could reasonably be expected to have a Material Adverse Effect on the value of such Collateral, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities Securities (for purposes of the UCC) on the date hereof Closing Date to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its material rights with respect to any Investment Related Property;
(3iii) subject to the terms of the Intercreditor Agreement, without the prior written consent of the Collateral Agent, such Grantor or except as otherwise permitted pursuant to the Credit Agreement, it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests Capital Stock of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests Capital Stock of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests Capital Stock in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer transfer, subject to the terms of the Intercreditor Agreement, of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Carmike Cinemas Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) other than as permitted under the Credit Agreement, without the prior written consent of the Collateral AgentCanadian Agent (which shall not be unreasonably withheld), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Canadian Agent’s security interestinterest except for Permitted Liens and Permitted Sales, (b) permit any issuer of any Pledged Equity Interest that is a direct Grantor or indirect subsidiary of Grantor a Subsidiary thereof to issue any additional stock, units, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interests is pledged hereunder, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would individually or in the aggregate cause a Material Adverse Effect, or (e) cause any Subsidiary of Holdings that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCCPPSA) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), PPSA unless such Grantor shall promptly notify notifies the Collateral Canadian Agent in writing of prior to any such election or action and, in such event, shall take takes all steps necessary or advisable reasonably requested by the Canadian Agent to establish the Collateral Canadian Agent’s “control” thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Canadian Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Canadian Agent or its designee nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Canadian Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6iii) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver notify the Canadian Agent in writing, by executing and delivering to the Collateral Canadian Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting promptly if any issuer of Pledged Partnership Interests that is a Grantor or a Subsidiary thereof has not opted for such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding Partnership Interests to be treated as securities under the foregoing, it is understood and agreed that the personal property security interest legislation of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyany jurisdiction.
Appears in 1 contract
Samples: Pledge and Security Agreement (Easton-Bell Sports, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) Except as permitted by the Credit Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes and adversely affects the rights of such Grantor with respect to any Investment Related Property or materially and adversely affects the validity, perfection or priority of the Collateral Agent’s security interestinterests, (b) permit any issuer to the extent it is a Loan Party of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer to the extent it is a Loan Party, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer to the extent it is a Loan Party of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their its assets, or (d) waive any default under or breach of any terms of organizational document relating to the issuer to the extent it is a Loan Party of any Pledged Equity Interest or the terms of any Pledged Debt, Debt unless such waiver could not reasonably be expected to have a Material Adverse Effect. If any issuer to the extent it is a Loan Party of any Pledged Partnership Interests or (e) Pledged LLC Interests takes any action to cause any issuer to the extent it is a Loan Party of any Pledged Partnership Interests or Pledged LLC Interests which are not securities treated as “securities” (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities “securities” for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or reasonably advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its material rights with respect to any material Investment Related Property, unless failure to comply could not reasonably be expected to have a Material Adverse Effect;
(3iii) except as permitted by the Credit Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not permit any other Grantor or any other issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger corporation, limited liability company, partnership or consolidation involving an issuer which other entity is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.02, and (ii) in the event of a merger or consolidation of a Grantor, the surviving or resulting corporation, limited liability company, partnership or other entity becomes a Grantor hereunder; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such ; provided, however, that no Grantor shall notify be required to cause the Collateral Agent registration of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyunder any securities laws.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents Organizational Documents in any way that materially adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) if and to the extent prohibited under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests Capital Stock or Securities of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock Capital Stock or other equity interest Securities of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document any Organizational Document relating to the issuer of any Pledged Equity Interest or the Pledge and Security Agreement terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps reasonably necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce in all material respects all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock Capital Stock or other equity interests Securities of the surviving or resulting corporation, limited liability company, partnership or other entity Person is, upon such merger or consolidation, pledged hereunder and no cash, securities Securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if , except as permitted under the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)Credit Agreement;
(4iv) such Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following nominee upon the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5v) such Grantor it shall promptly notify the Collateral Agent of any default under any Pledged Debt Equity Interests that has caused, either in any individual case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Del Frisco's Restaurant Group, LLC)
Covenants and Agreements. Each Canadian Grantor hereby covenants and agrees that:
(1a) without the prior written consent of the Canadian Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Canadian Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Canadian Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature unless such issuer shall contemporaneously cause such additional stock or equity interest to become Pledged Equity Interests hereunder or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt except to the extent that such waiver (i) could not be reasonably expected to have a Material Adverse Effect and (ii) could not reasonably be expected to have any adverse affect on any Lender, Issuing Bank or Agent or their respective rights and remedies under the Loan Documents or their interests in the Collateral, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCCPPSA) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCPPSA; provided, however, notwithstanding the foregoingprovided that, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (ec), such Canadian Grantor shall promptly notify the Canadian Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Canadian Collateral Agent’s “control” thereof;
(2b) such Grantor it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its material rights with respect to any Investment Related Property;; and
(3c) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Canadian Grantor consents to the grant by each other Canadian Grantor of a security interest in all Investment Related Property to the Canadian Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Equity Interest to the Canadian Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Canadian Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent . Any transferee or assignee of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver become a holder of such interest to the Collateral Agent a completed Pledge Supplementsame extent as the Canadian Grantor, substantially entitled to participate in the form management of Exhibit A attached heretothe person and, together with all Supplements upon the transfer of the entire interest of such Canadian Grantor, such Canadian Grantor shall, by operation of law, cease to Schedules thereto, reflecting be a holder of such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyInterest.
Appears in 1 contract
Samples: Pledge and Security Agreement (Progress Rail Services, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Note Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature (or to certificate any equity interests to the extent such equity interests do not exist in certificated form as of the date hereof; provided, that if such equity interests are certificated after the date hereof, the Grantor owning or controlling such certificated equity interests shall take all steps necessary or advisable to establish the Collateral Agent’s “control” (or the “control” of its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent pursuant to and in accordance with the Second Lien Security Documents) thereof) or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Note Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCCUniform Commercial Code) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUniform Commercial Code; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” (or the “control” of its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent pursuant to and in accordance with the Second Lien Security Documents) thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;, except to the extent that the failure to so comply or enforce could not reasonably be expected to result in a Material Adverse Effect; and
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Third Lien Pledge and Security Agreement (Vonage Holdings Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely (as determined by the Collateral agent) changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Term Loan Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that which is a direct Subsidiary to (and in the case of any issuer of any Pledged Equity Interest which is not a Subsidiary, it shall not vote to enable or indirect subsidiary of Grantor take any other action to merge permit such issuer to) merge, amalgamate or consolidate unless (ia) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (iib) all no lesser amount of the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger merger, amalgamation or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation Controlled Foreign Corporation (as defined in the U.S. Internal Revenue Code of 1986, as amendedother than a Canadian Subsidiary), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following nominee during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1) without the prior written consent of the Joint Collateral AgentAgent (such consent shall not unreasonably be withheld), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Joint Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, provided that the Joint Collateral Agent shall give such consent if in its reasonable judgment any such additional stock, partnership interests, limited liability company interests or other equity interests shall be subject to a first priority security interest in favor of the Joint Collateral Agent (or, with respect to any Pledged Equity Interests that are included in Foreign Subsidiary Collateral, a first priority security interest in favor of the Intercreditor Agent and Security Trustee), (c) other than as permitted under the Securities Purchase AgreementIndenture, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any material default under or material breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), UCC unless such Grantor shall promptly notify provide seven (7) days prior written notice to the Joint Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Joint Collateral Agent’s “'s "control” " (within the meaning of Section 8-106 of the UCC) thereof;
(2) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall use commercially reasonable efforts to enforce all of its rights with respect to any Investment Related Property;
(3) except as expressly permitted by the Indenture and in compliance therewith, it shall not permit, without the prior written consent of the Joint Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorhereunder; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Joint Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Joint Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Joint Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend amend, waive any default under, breach, or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (ec) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3ii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral Collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)hereunder;
(4iii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;thereto following and during the continuance of an Event of Default; and
(5iv) such Grantor it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (Paramount Acquisition Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
: (1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) other than as permitted under the Indenture, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Indenture, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase AgreementIndenture, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eb), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
; (2ii) such Grantor it shall comply with all of its obligations in all material respects under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest for the benefit of the Collateral Agent that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorhereunder; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Foreign Entity, then such a Grantor shall only be required to pledge the equity interests of such Foreign Entity in accordance with Section 2(b);
2.2 hereof; (4iv) such each Grantor (1) consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
thereto and (52) agrees that if at any time it shall receive instructions originated by the Collateral Agent relating to the Pledged Equity Interests of such Grantor in which a security interest has been granted to the Collateral Agent by any other Grantor (the “Pledging Grantor”), such Grantor shall comply with such instructions without further consent by the Pledging Grantor or any other Person; (v) it shall notify the Collateral Agent of any default under any Pledged Debt Equity Interests that has caused, either in any case or in the aggregate, a Material Adverse Effect; (vi) if the Collateral Agent exercises its right to sell all or any of the Pledged Equity Interests of any Grantor pursuant to Section 7 hereof, each Grantor agrees that, upon request of the Collateral Agent, such Grantor will, at its own expense:
(1) use its best efforts to qualify the Pledged Equity Interests under the state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Pledged Equity Interests, as requested by the Collateral Agent;
(2) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the provisions of Section 13(a) of the Securities Act;
(3) provide the Collateral Agent with such other information and projections as may be necessary or, in the opinion of the Collateral Agent, advisable to enable the Collateral Agent to effect the sale of such Pledged Equity Interests; and
(64) in do or cause to be done all such other acts and things as may be necessary to make such sale of the event such Grantor acquires rights in any Pledged Equity Interest Interests or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially any part thereof valid and binding and in the form of Exhibit A attached hereto, together compliance with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.Applicable Law; and
Appears in 1 contract
Samples: Security Agreement
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) unless otherwise permitted under the Term Credit Agreement, without the prior written consent of the Term Collateral AgentAgent (which shall not be unreasonably withheld), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Term Collateral Agent’s 's security interestinterest except for Permitted Liens and Permitted Sales, (b) permit any issuer of any Pledged Equity Interest that is a direct Grantor or indirect subsidiary of Grantor a Subsidiary thereof to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interests is pledged hereunder, (c) other than as permitted under the Securities Purchase Term Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their its assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would individually or in the aggregate cause a Material Adverse Effect, or (e) cause any Subsidiary of Holdings that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Term Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable reasonably requested by the Term Collateral Agent to establish the Term Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property, except to the extent that the noncompliance or non-enforcement of which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor it consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Term Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Term Collateral Agent or its designee nominee, subject to the terms of the Intercreditor Agreement, following the occurrence and during the continuance of an Event of Default and to the substitution of the Term Collateral Agent or its designee nominee, subject to the terms of the Intercreditor Agreement, as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6iv) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver notify the Term Collateral Agent in writing, by executing and delivering to the Term Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to or Schedules thereto, reflecting such new promptly if any issuer of Pledged Equity Interest LLC Interests or Pledged Debt and all other Pledged Equity Interest Partnership Interests that is a Grantor or Pledged Debt. Notwithstanding a Subsidiary thereof has not opted to be treated as securities under the foregoing, it is understood and agreed that the security interest UCC of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyany jurisdiction.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations:
(1i) without the prior written consent of the Collateral AgentAgent (such consent to be given or withheld at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or and adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (bB) other than as permitted under the Indenture, permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (cC) other than as permitted under the Securities Purchase AgreementIndenture, permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their assets, (dD) during the continuance of an Event of Default waive any material default under or breach of any material terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests Interests, in each case, which is a Subsidiary, which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUCC or to cause the issuance of certificates or other evidence of Pledged Partnership Interests or Pledged LLC Interests, respectively, in such Grantor without the consent of the Collateral Agent; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eE), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) in the event it acquires rights in any Investment Related Property after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.3 as required hereby;
(iii) except as provided in the next sentence or in the Indenture, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property constituting Collateral, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property constituting Collateral, then (A) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (B) such Grantor shall within ten days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest and principal;
(iv) it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce in all material respects all of its rights with respect to any Investment Related Property;
(3v) it shall notify the Collateral Agent, in writing, of any default under any Pledged Debt that has caused, either in any individual case or in the aggregate, or may reasonably be expected to have, a Material Adverse Effect;
(vi) without the prior written consent of the Collateral AgentAgent (such consent to be given or withheld at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes) or as permitted under the Indenture, such Grantor it shall not permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorcompany; provided that if the surviving or resulting Grantors company upon any such merger or consolidation involving involves an issuer which is not a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Domestic Subsidiary, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);1.04(b) hereof; and
(4vii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting subject to the foregoingterms of the applicable partnership agreement or limited liability company agreement or operating agreement, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not vote to enable or take any other action to, except as permitted under the Credit Agreement: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Administrative Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, or (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (ed), such Grantor shall promptly notify the Collateral Administrative Agent in writing of any such election or action and, in such event, shall take all steps reasonably necessary or advisable to establish the Collateral Administrative Agent’s (or, subject to the terms of an intercreditor agreement entered into in respect of the Post-Closing Term Loan Indebtedness permitted under the Credit Agreement (including any extension, refinancing, renewal or replacement of any of such Indebtedness permitted by Section 6.01(j) of the Credit Agreement), the applicable collateral agent’s (or its agents’ or bailees’) “control” thereof;
(2) such Grantor shall comply with all of its obligations ; provided, that once “control” is established, any default under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless this clause (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)deemed automatically cured;
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Credit Agreement (Edgen Group Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any Subsidiary that is an issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer other than in connection with Permitted Investments, (c) other than as permitted under the Securities Purchase Financing Agreement, permit any Subsidiary that is an issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of Pledged Debt in any Pledged Debtway that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest or the rights and remedies of the Collateral Agent or the Lenders under the Loan Documents and unless such default or breach would cause or result in an Event of Default, or (e) cause any Subsidiary that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (ed), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps reasonably necessary or advisable to establish the Collateral Agent’s 's “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (ia) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (iib) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Financing Agreement (Model N, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Administrative Agent, such Grantor shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), unless such Grantor shall promptly notify the Collateral Administrative Agent in writing of any such election or action and, in such event, subject to the terms, conditions and restrictions in the Intercreditor Agreement, shall take all steps necessary or advisable to establish the Collateral Administrative Agent’s “control” thereof;
(2ii) such Grantor shall comply with all provide prompt notice to the Administrative Agent of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;change in the information contained in Schedule III; and
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4iii) such Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property that is Collateral to the Collateral Administrative Agent and, without limiting the foregoingforegoing and subject to the terms, conditions and restrictions in the Intercreditor Agreement, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Administrative Agent or its designee following the Administrative Agent’s nominee if an Event of Default has occurred and is continuing and in such circumstances to the substitution of the Collateral Administrative Agent or its designee the Administrative Agent’s nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Talecris Biotherapeutics Holdings Corp.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, except, in each case, (i) the issuance of Securities by any Grantor pursuant to any outstanding options or warrants issued by such Grantor prior to the Closing Date, (ii) the issuance of additional Securities of any Grantor pursuant to the Holdings' Unit Option Plan II dated January 1, 2001, as amended to the date hereof, and (iii) the issuance of any Securities by any Grantor in connection with any Permitted Acquisition, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities Securities (for purposes of the UCC) on the date hereof Closing Date to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities Securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.Pledged
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Reprographics CO)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not vote to enable or take any other action to, except as permitted under the Credit Agreement: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Administrative Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, or (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (ed), such Grantor shall promptly notify the Collateral Administrative Agent in writing of any such election or action and, in such event, shall take all steps reasonably necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.establish
Appears in 1 contract
Samples: Credit Agreement (Edgen Group Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees with the Collateral Agent and each other Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all Outstanding Letters of Credit that:
(1i) without the prior written consent of the Collateral Agent, but subject to rights to merge, consolidate or dissolve any Grantor or any Subsidiary thereof, or to sell all or any part of the assets of any such Grantor or Subsidiary, as provided herein or in the Credit Agreement, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature other than to such Grantor or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt except to the extent in such Grantor's business judgment, such enforcement is not in such Grantor's best interest, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the PLEDGE AND SECURITY AGREEMENT 434560-New York Server 3A EXECUTION Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests Interests, other than obligations being contested in good faith or with respect to which Grantor believes in good faith that it has a set off claim and shall enforce all of its material rights with respect to any Investment Related Property;Property except to the extent in Grantor's business judgment, such enforcement is not in Grantor's best interest; and
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mariner Health Care Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1A) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Financing Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all commercially reasonable steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Obligations (other than unmatured contingent obligations), the cancellation or termination of all Commitments, the expiration or termination of all Hedge Agreements and the cancellation or expiration of all outstanding Letters of Credit:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interest is pledged hereunder, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would individually or in the aggregate cause a Material Adverse Effect, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), unless such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its material rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 the covenants of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent GrantorFirst Lien Documents are complied with; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (Day International Group Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor or except as otherwise permitted pursuant to the Credit Agreement, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property or materially and adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that could reasonably be expected to have a Material Adverse Effect on the value of such Collateral, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities Securities (for purposes of the UCC) on the date hereof Closing Date to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its material rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor or except as otherwise permitted pursuant to the Credit Agreement, it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests Capital Stock of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests Capital Stock of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests Capital Stock in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees with the Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations that:
(1i) without the prior written consent of the Collateral AgentSecured Party, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s Secured Party's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase AgreementIndenture, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Secured Party in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “Secured Party's "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral AgentSecured Party, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates the surviving or resulting entity becomes bound as a Grantor hereunder and the security interest that of the Secured Party in collateral in which such new Grantor has or acquires rights is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent GrantorGrantors; provided provided, that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)2.2;
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Secured Party and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Secured Party or its designee nominee following an Event of Default and to the substitution of the Collateral Agent Secured Party or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5v) such Grantor it shall notify the Collateral Agent Secured Party of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Atlantic Coast Entertainment Holdings Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentGrantee, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially adversely changes the rights of such the Grantor with respect to any Investment Related Property constituting Collateral or adversely affects the validity, perfection or priority of the Collateral AgentGrantee’s security interestSecurity Interests therein, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor constituting Collateral to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer except for any of the above issued in favor of the Grantor, (c) other than as permitted under the Securities Purchase DIP Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their its assets, or (d) waive any default under or breach of any terms xxxxxx of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests Stock takes any such action in violation of the foregoing in this clause (e)foregoing, such the Grantor shall promptly notify the Collateral Agent Grantee in writing of any such election or action and, in such event, the Grantor shall take all steps necessary or advisable continue to establish the Collateral Agent’s “control” thereofcomply with Section 4.05;
(2ii) such Grantor it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests constituting Collateral and shall enforce all of its rights with respect to any Investment Related PropertyProperty constituting Collateral;
(3iii) without the prior written consent of the Collateral AgentGrantee, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary Subsidiary of the Grantor to merge or consolidate unless unless: (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) to the extent the same would constitute Collateral hereunder, all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent the Grantor; provided that if the surviving or resulting Grantors the Grantor upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such the Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.02; and
(4iv) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor it shall notify the Collateral Agent Grantee of any default of which it is aware under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentAgent (which shall not be unreasonably withheld), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interestinterest except for Permitted Liens and Permitted Sales, (b) permit any issuer of any Pledged Equity Interest that is a direct Grantor or indirect subsidiary of Grantor a Subsidiary thereof to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interests is pledged hereunder, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would individually or in the aggregate cause a Material Adverse Effect, or (e) cause any Subsidiary of Holdings that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable reasonably requested by the Collateral Agent to establish the Collateral Agent’s “control” thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Bell Powersports, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature unless such issuer shall contemporaneously cause such additional stock or other equity interests to become Pledged Equity Interests hereunder or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt except to the extent that such waiver (i) could not be reasonably expected to have a Material Adverse Effect and (ii) could not reasonably be expected to have any adverse affect on any Lender, Issuing Bank or Agent or their respective rights and remedies under the Loan Documents or their interests in the Collateral, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoingprovided that, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its material obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its material rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Equity Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) . Any transferee or assignee of any Pledged Equity Interest shall become a holder of such interest to the same extent as the Grantor, entitled to participate in the management of the person and, upon the transfer of the entire interest of such Grantor, such Grantor shall notify the Collateral Agent shall, by operation of any default under any law, cease to be a holder of such Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse EffectEquity Interest; and
(6iv) promptly upon any change in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt applicable law after the date hereofhereof such that the pledge of greater than sixty-five percent (65%) of the issued and outstanding Equity Interests of a Controlled Foreign Corporation (1) could not reasonably be expected to cause the undistributed earnings of such Controlled Foreign Corporation as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Controlled Foreign Corporation’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences, it each applicable Grantor shall deliver grant to the Collateral Agent a security interest and continuing lien on any of such Grantor’s right, title and interest in, to and under any Equity Interests of a Controlled Foreign Corporation in excess of sixty-five percent (65%) up to such greater percentage by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached heretoAnnex I, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Progress Rail Services, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents Organizational Document in any way that materially changes manner not permitted by the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interestCredit Agreement, (bB) except as permitted by the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature WEIL:\96958198\8\71605.0155 or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (cC) other than except as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (dD) waive any default under or breach of any terms of organizational document any Organizational Document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eE), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable reasonably requested by Collateral Agent to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement Organizational Document relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless concurrently with such merger or consolidation (ior such later time as Collateral Agent may agree in its sole discretion)
(A) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral Collateral in which such new debtor has or acquires rights, and (iiB) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity Person is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, each Grantor consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Equity Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership shareholder, partner, member or otherwise as a member in any limited liability company applicable with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees with the Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations that:
(1i) without the prior written consent of the Collateral AgentSecured Party, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes impairs the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral AgentSecured Party’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer in each case, other than such equity interests owned by the Company or wholly-owned Subsidiaries of the Company that are pledged as and become Collateral, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt which would have a Material Adverse Effect, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Secured Party in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral AgentSecured Party’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral AgentSecured Party, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) if the surviving or resulting entity is a Subsidiary of the Company, such issuer creates entity is or becomes bound as a Grantor hereunder and the security interest that of the Secured Party in collateral in which such Grantor has or acquires rights is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) to the extent the same constitutes Collateral, all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent GrantorGrantors; provided provided, that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)2.2;
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Secured Party and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Secured Party or its designee nominee following an Event of Default and to the substitution of the Collateral Agent Secured Party or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5v) such Grantor it shall notify the Collateral Agent Secured Party of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xo Communications Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) other than as permitted under the Credit Agreement, without the prior written consent of the Collateral AgentAgent (which shall not be unreasonably withheld), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interestinterest except for Permitted Liens and Permitted Sales, (b) permit any issuer of any Pledged Equity Interest that is a direct Grantor or indirect subsidiary of Grantor a Subsidiary thereof to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such stock or interests is pledged hereunder, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that would individually or in the aggregate cause a Material Adverse Effect, or (e) cause any Subsidiary of Holdings that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), UCC unless such Grantor shall promptly notify notifies the Collateral Agent in writing of prior to any such election or action and, in such event, shall take takes all steps necessary or advisable reasonably requested by the Collateral Agent to establish the Collateral Agent’s “control” thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5iii) such Grantor it shall notify the Collateral Agent of any default under any Pledged Debt that has causedin writing, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new promptly if any issuer of Pledged Equity Interest LLC Interests or Pledged Debt and all other Partnership Interests that is a Grantor or a Subsidiary thereof has not opted for such Pledged Equity Interest LLC Interests or Pledged Debt. Notwithstanding Partnership Interests to be treated as securities under the foregoing, it is understood and agreed that the security interest uniform commercial code of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required herebyany jurisdiction.
Appears in 1 contract
Samples: Pledge and Security Agreement (Easton-Bell Sports, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until payment in full of all Obligations (other than unmatured contingent obligations), the cancellation or termination of all Commitments, the expiration or termination of the Swap Agreement, all Hedge Agreements and all agreements for Specified Secured Hedge Indebtedness and the cancellation or expiration of all outstanding Letters of Credit:
(1i) unless otherwise permitted under the Credit Agreement or without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that would reasonably be expected to cause a Material Adverse Effect or materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interestinterest in any Investment Related Property, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (dc) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (ed) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), unless such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor shall comply with all of its obligations Except as otherwise permitted under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) the First Lien Credit Documents, without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor included in the Collateral to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 the covenants of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent GrantorFirst Lien Credit Documents are complied with; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents following an Event of Default that is continuing to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (CVR Energy Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or and adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (bB) other than as permitted under the Indenture, permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (cC) other than as permitted under the Securities Purchase AgreementIndenture, permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their assets, (dD) during the continuance of an Event of Default waive any material default under or breach of any material terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests in each case which is a Subsidiary which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUCC or to cause the issuance of certificates or other evidence of Pledged Partnership Interests or Pledged LLC Interests, respectively, in such Grantor without the consent of the Collateral Agent; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eE), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) in the event it acquires rights in any Investment Related Property after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.3 as required hereby;
(iii) except as provided in the next sentence or in the Indenture, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (A) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (B) such Grantor shall within ten days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest and principal;
(iv) it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce in all material respects all of its rights with respect to any Investment Related Property;
(3v) it shall notify the Collateral Agent, in writing, of any default under any Pledged Debt that has caused, either in any case or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(vi) without the prior written consent of the Collateral AgentAgent or as permitted under the Indenture, such Grantor it shall not permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorcompany; provided that if the surviving or resulting Grantors company upon any such merger or consolidation involving an issuer which is not a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Domestic Subsidiary, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);1.04(b) hereof; and
(4vii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting subject to the foregoingterms of the applicable partnership agreement or limited liability company agreement or operating agreement, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without except as permitted by the prior written consent of the Collateral AgentIndenture, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (bB) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (cC) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their its assets, (dD) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (eE) except as otherwise provided herein, cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and and, except as otherwise provided in this Agreement, shall enforce all of its rights with respect to any Investment Related Property;; and
(3iii) without to the prior written consent of the Collateral Agentextent applicable, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default under either Indenture and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Evergreen Solar Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentTrustee, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s Trustee's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, if such default or breach could reasonably be expected to result in a Material Adverse Effect, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Trustee in writing of any such election or action and, in such event, shall take all steps reasonably necessary or advisable to establish the Collateral Agent’s “Trustee's "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property, except where such failure to comply or enforce could not reasonably be expected to have a Material Adverse Effect;
(3iii) without the prior written consent of the Collateral AgentTrustee, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Trustee and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Trustee or its designee nominee following an Event of Default and to the substitution of the Collateral Agent Trustee or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Belden & Blake Corp /Oh/)
Covenants and Agreements. Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Security Agent, such Grantor it shall not vote to enable or take any other action to: (a) other than as permitted by the Credit Agreement, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Collateral Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Security Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Security Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Security Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Collateral Investment Related Property;
(3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Loans Pledge and Security Agreement (Altice USA, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) unless otherwise permitted under the Indenture or without the prior written consent of the Collateral AgentTrustee, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral AgentTrustee’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Trustee in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral AgentTrustee’s “control” thereof;
(2ii) such Grantor shall comply with all of its obligations Except as otherwise permitted under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) the Security Documents, without the prior written consent of the Collateral AgentTrustee, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorhereunder; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iii) such Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Trustee and, without limiting the foregoing, consents following the occurrence and during the continuance of an Event of Default that is continuing to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Trustee or its designee nominee following an Event of Default and to the substitution of the Collateral Agent Trustee or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Euramax International, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely (as determined by the Collateral agent) changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Revolving Loan Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that which is a direct Subsidiary to (and in the case of any issuer of any Pledged Equity Interest which is not a Subsidiary, it shall not vote to enable or indirect subsidiary of Grantor take any other action to merge permit such issuer to) merge, amalgamate or consolidate unless (ia) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (iib) all no lesser amount of the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger merger, amalgamation or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation Controlled Foreign Corporation (as defined in the U.S. Internal Revenue Code of 1986, as amendedother than a Canadian Subsidiary), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following nominee during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that, except as otherwise not prohibited by the Facilities Agreement:
(1i) without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Administrative Agent’s security interestinterest (except for transactions permitted by the Facilities Agreement), (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Facilities Agreement, permit any issuer issuer, which such Grantor controls, of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (dc) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt that could reasonably be expected to materially and adversely affect the value of such Collateral or the validity, perfection or priority of the Administrative Agent’s security interest, or (ed) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), UCC unless such Grantor shall promptly notify the Collateral Administrative Agent in writing of any such election or action and, in such event, shall take takes all steps necessary or advisable to establish the Collateral Agent’s “control” thereofrequired by Section 4.4.1(b) with respect thereto;
(2ii) such Grantor it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related PropertyProperty to the extent it deems it to be in such Grantor’s best interest to do so;
(3iii) without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not permit any issuer issuer, that such Grantor controls, of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless unless, to the extent required under Section 2.2 (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock Capital Stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor, in each case, except as permitted by the Facilities Agreement; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property Pledged Equity Interests to the Collateral Administrative Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Administrative Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Administrative Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Better Choice Co Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentAgent given in accordance with the Credit Agreement which shall not be unreasonably withheld or delayed, such Grantor it shall not vote to enable or take any other action to: (a) other than to the extent to comply with Section 5.15 of the Credit Agreement, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) other than to the extent to comply with Section 5.15 of the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUCC of any jurisdiction; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.4 as required hereby;
(iii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate the same from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest. Furthermore, notwithstanding the foregoing, (A) that so long as no Event of Default shall have occurred and be continuing and (B) to the extent that any distributions paid by an issuer of any Pledged LLC Interests or Pledged Partnership Interests to a Grantor and identified by such issuer in a writing delivered to the Collateral Agent on or before the distribution (the "Tax Distribution"), the Lien encumbering such Tax Distribution is automatically released without further action on the part of any party hereto;
(iv) it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3v) it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect;
(vi) without the prior written consent of the Collateral AgentAgent given in accordance with the Credit Agreement (which consent shall not be unreasonably withheld or delayed), such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorcompany; provided that if the surviving or resulting Grantors company upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);having 65% of the voting power of all classes of capital stock of such issuer entitled to vote; and
(4vii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following nominee upon the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Master Pledge and Security Agreement (Focal Communications Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the First Lien Collateral Agent or the Collateral Agent, such Grantor as applicable, in accordance with the Intercreditor Agreement, it shall not vote to enable or take any other action to: (a) amend amend, waive any default under, breach, or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (ec) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2) such Grantor shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3ii) without the prior written consent of the First Lien Collateral Agent or the Collateral Agent, such Grantor as applicable, in accordance with the Intercreditor Agreement, it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral Collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b)hereunder;
(4iii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the First Lien Collateral Agent or the Collateral Agent or its designee respective nominee, as applicable, in accordance with the Intercreditor Agreement following and during the continuance of an Event of Default and to the substitution of the First Lien Collateral Agent or the Collateral Agent or its designee respective nominee, as applicable, in accordance with the Intercreditor Agreement, as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;thereto following and during the continuance of an Event of Default; and
(5iv) such Grantor it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Paramount Acquisition Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until payment in full of all Secured Obligations (other than unmatured contingent obligations), the cancellation or termination in full of the Total Revolving Loan Commitment, the cancellation or expiration of all outstanding Letters of Credit, the expiration or termination of all Secured Hedging Agreements and the expiration or termination of all Secured Cash Management Agreements:
(1i) unless otherwise permitted under the Credit Agreement or without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that would reasonably be expected to cause a Material Adverse Effect or materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interestinterest in any Investment Related Property, (bB) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (dC) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (eD) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), unless such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor shall comply with all of its obligations Except as otherwise permitted under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3) the ABL Documents, without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor included in the Collateral to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 the covenants of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent GrantorABL Documents are complied with; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);and
(4iii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents following an Event of Default that is continuing to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to, enable another Person to enable or take any other action to: to (a) amend or terminate (other than as permitted by the Credit Agreement) any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents related to such Grantor's Pledged Equity Interests in any way that materially adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of owned by such Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities Securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document documents relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt owned by such Grantor, which default or breach may reasonably be expected to materially adversely affect the Collateral, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities Securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities Securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply comply, in all material respects, with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests owned by such Grantor and shall enforce all of its rights with respect to any Investment Related PropertyProperty owned by such Grantor;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, rights and (ii) ), to the extent required by the Credit Agreement, all the outstanding capital stock or other equity interests Capital Stock of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities Securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors Grantor upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:that it shall perform all covenants in this Section 4.04(b)(ii).
(1) except as otherwise permitted herein or by the Credit Agreement, without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not vote to enable any issuer of any Pledged Equity Interest or take any other action to: (av) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes in a material adverse manner the rights of such Grantor with respect to any Investment Related Property or adversely affects in a material adverse manner the validity, perfection or priority of the Collateral Administrative Agent’s security interestinterest or Lien, (bw) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless the same are pledged to Administrative Agent, (cx) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their its assets, (dy) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (ez) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, provided that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing described in this clause (ez), such Grantor shall promptly notify the Collateral Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Administrative Agent’s “control” thereof;
(2) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall to the extent commercially reasonable enforce all of its rights with respect to any Investment Related Property;
(3) except as permitted by the Credit Agreement, without the prior written consent of the Collateral Administrative Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to merge or consolidate unless (ix) such issuer creates a security interest or Lien that is perfected by a filed financing statement (that is not effective solely under Section 9508 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (iiy) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of to Parent or any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer Subsidiary which is not a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);Guarantor; and
(4) such each Grantor consents to the grant by each other Grantor of a security interest in and Lien on all Investment Related Property to the Collateral Administrative Agent and, without limiting the foregoing, consents to to, after an Event of Default has occurred and is continuing, the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Administrative Agent or its designee following an Event of Default nominee and to the substitution of the Collateral Administrative Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Fusion Telecommunications International Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) other than as permitted or not prohibited under the Credit Agreement, without the prior written consent of the Collateral AgentAgent (such consent not to be unreasonably withheld or delayed), such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted or not prohibited under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) except as permitted or not prohibited by the Credit Agreement, without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation or Foreign Subsidiary, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentSecured Party, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s Secured Party's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Secured Party in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “Secured Party's "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Secured Party and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Secured Party or its designee nominee following an Event of Default and to the substitution of the Collateral Agent Secured Party or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5iv) such Grantor it shall notify the Collateral Agent Secured Party of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations:
(1i) without the prior written consent of the Collateral AgentAgent (such consent to be given or withheld at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or and adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (bB) other than as permitted under the Indenture, permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (cC) other than as permitted under the Securities Purchase AgreementIndenture, permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to dispose of all or a material portion of their assets, (dD) during the continuance of an Event of Default waive any material default under or breach of any material terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests Interests, in each case, which is a Subsidiary, which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCCUCC or to cause the issuance of certificates or other evidence of Pledged Partnership Interests or Pledged LLC Interests, respectively, in such Grantor without the consent of the Collateral Agent; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eE), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) in the event it acquires rights in any Investment Related Property after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.3 as required hereby;
(iii) except as provided in the next sentence or in the Indenture, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (A) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (B) such Grantor shall within ten days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest and principal;
(iv) it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce in all material respects all of its rights with respect to any Investment Related Property;
(3v) it shall notify the Collateral Agent, in writing, of any default under any Pledged Debt that has caused, either in any individual case or in the aggregate, or may reasonably be expected to have, a Material Adverse Effect;
(vi) without the prior written consent of the Collateral AgentAgent (such consent to be given or withheld at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes) or as permitted under the Indenture, such Grantor it shall not permit any issuer of any Pledged Equity Interest that which is a direct or indirect subsidiary of Grantor Subsidiary to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorcompany; provided that if the surviving or resulting Grantors company upon any such merger or consolidation involving involves an issuer which is not a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Domestic Subsidiary, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);1.04(b) hereof; and
(4vii) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting subject to the foregoingterms of the applicable partnership agreement or limited liability company agreement or operating agreement, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentSecured Party, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral AgentSecured Party’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such equity interest is subject to this Agreement and is permitted by the ISDA Agreement, (c) other than as permitted under the Securities Purchase ISDA Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any material default under or breach of any material terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Secured Party in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral AgentSecured Party’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall use commercially reasonable efforts to enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Secured Party and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Secured Party or its designee nominee following an Event of Default and to the substitution of the Collateral Agent Secured Party or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5iv) such Grantor it shall notify the Collateral Agent Secured Party of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Foothills Resources Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral AgentSecured Party, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral AgentSecured Party’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuerissuer unless such equity interest is subject to this Agreement and is permitted by the Credit Agreement, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any material default under or breach of any material terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Secured Party in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral AgentSecured Party’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall use commercially reasonable efforts to enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Secured Party and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Secured Party or its designee nominee following an Event of Default and to the substitution of the Collateral Agent Secured Party or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5iv) such Grantor it shall notify the Collateral Agent Secured Party of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Foothills Resources Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees with the Joint Collateral Agent and each other Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all Outstanding Letters of Credit that:
(1i) without the prior written consent of the Joint Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Joint Collateral Agent’s 's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature other than to such Grantor or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase AgreementCredit Agreement or, at any time after the First Priority Termination Date, the Rollover Note Indenture, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtDebt except to the extent in such Grantor's business judgment, such enforcement is not in such Grantor's best interest, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Joint Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Joint Collateral Agent’s “'s "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests Interests, other than obligations being contested in good faith or with respect to which Grantor believes in good faith that it has a set off claim and shall enforce all of its material rights with respect to any Investment Related Property;Property except to the extent in Grantor's business judgment, such enforcement is not in Grantor's best interest; and
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Joint Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Joint Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Joint Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mariner Health Care Inc)
Covenants and Agreements. The Grantor hereby covenants and agrees that:
: (1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate the Organizational Documents of any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents Issuer in any way that materially changes the rights of such the Grantor with respect to any Investment Related Property the Posted Securities or adversely affects (x) the validity, perfection or priority of the Collateral Agent’s 's security interestinterest in the Collateral or (y) the rights, remedies or powers of the Collateral Agent with respect thereto, including, without limitation, the ability to sell or foreclose on any Collateral or to otherwise realize upon any of the Collateral, (bB) to the extent it is able, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Issuer to issue any additional stock, partnership interests, limited liability company interests shares or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock shares or other equity interest of any nature of such issuerIssuer, (cC) other than as permitted under to the Securities Purchase Agreementextent it is able, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Issuer to dispose of all or a material portion of their its assets, (dD) waive any default under or breach of any terms of organizational document the Organization Documents relating to the issuer of any Pledged Equity Interest or the terms of any Pledged DebtIssuer, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof Issuer to elect or otherwise take any action in respect of any Posted Securities, the effect of which would be to adversely affect (x) the validity, perfection or priority of any security interest (or the ability to 12 <PAGE> create a valid, first priority perfected security interest in favor of the Collateral Agent) of the Collateral Agent in any Collateral or (y) the ability to sell or foreclose on any Collateral or to otherwise realize upon any of the Collateral; (ii) the Grantor shall cause such Pledged Partnership Interests all distributions, dividends or Pledged LLC Interests interest in respect of any Collateral, (A) to the extent not already provided for or required, to be treated as securities for purposes Transferred to the Collateral Agent or a Collateral Account and (B) to be subject to a valid, first priority security interest in favor of the UCC; providedCollateral Agent and pending any such action, howeversuch Grantor shall hold all such distributions, interest, securities or other property that it receives (or which is otherwise received for its benefit) in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor notwithstanding the foregoing, if any issuer so long as no SPA Event of any Pledged Partnership Interests or Pledged LLC Interests takes any such action Default shall have occurred and be continuing, the Grantor shall retain all ordinary dividends paid in violation the normal course of the foregoing in this clause business of the Issuer; (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2iii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement the Organizational Documents relating to Pledged Partnership Interests or Pledged LLC Interests the Posted Securities and shall enforce all of its rights with respect to any Investment Related Property;
the Posted Securities; (3iv) without the prior written consent of the Collateral Agent, such Grantor it shall not vote any Posted Securities to permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor Issuer to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantorcompany; provided that if (v) the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such Grantor consents to the grant of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest the Posted Securities to the Collateral Agent or its designee following an SPA Event of Default and shall cause each Issuer to take such actions as are necessary to permit the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company shareholder of such Issuer with all the rights and powers related thereto;
; (vi) except for the security interest created by this Agreement, it shall not create or suffer to exist any lien, claim or encumbrance upon, or with respect to any of, Posted Securities and shall defend the Posted Securities against all Persons at any time claiming any interest therein; (vii) it shall not use or permit any Posted Securities to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Posted Securities; (viii) it shall not change its name, identity, corporate structure, chief place of business, chief executive office or situs or establish any trade names unless it shall have first (A) notified the Collateral Agent and each Agent in writing, at least thirty (30) days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, chief place of business, chief executive office, situs or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (B) taken all actions necessary or advisable to maintain the 13 <PAGE> continuous validity, perfection and the same or better priority of the Collateral Agent's security interest in the Collateral intended to be granted and agreed to hereby; (ix) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims against, any and all Collateral, except to the extent the validity thereof is being contested in good faith and appropriate reserves with respect thereto are being maintained; provided, the Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against the Grantor or any of the Posted Securities as a result of the failure to make such payment; (x) upon the Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent in writing of any default under any Pledged Debt event that has caused, either in any case may materially and adversely affect the ability of the Grantor or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplementto dispose of the Collateral or any portion thereof, substantially in or the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt rights and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest remedies of the Collateral Agent shall attach to all Pledged Equity Interest in relation thereto, including, without limitation, the levy of any legal process against the Posted Securities or Pledged Debt immediately upon Grantor’s acquisition of rights therein and any portion thereof; (xi) it shall not be affected take or permit any action which could impair the Collateral Agent's rights in the Collateral; and (xii) it shall not sell, transfer or assign or grant any option with respect to (by the failure operation of Grantor to deliver a supplement to Schedule III law or otherwise) any Posted Securities, except as required herebyexpressly permitted herein.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (aA) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents Organizational Document in any way that materially changes manner not permitted by the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interestCredit Agreement, (bB) except as permitted by the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (cC) other than except as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (dD) waive any default under or breach of any terms of organizational document any Organizational Document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (eE) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (eE), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable reasonably requested by Collateral Agent to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement Organizational Document relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless concurrently with such merger or consolidation (ior such later time as Collateral Agent may agree in its sole discretion) (A) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral Collateral in which such new debtor has or acquires rights, and (iiB) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity Person is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided provided, that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Equity Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership shareholder, partner, member or otherwise as a member in any limited liability company applicable with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Lifecore Biomedical, Inc. \De\)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) other than as permitted under the Credit Agreement, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their its assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless such merger or consolidation is permitted by the Credit Agreement and (iA) such issuer creates a security interest in favor of the Agent that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (iiB) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent GrantorGrantors; provided PROVIDED, that if the surviving or resulting Grantors corporation upon any such merger or consolidation involving constitutes an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Foreign Subsidiary, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);SECTION 2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the First Lien Collateral AgentAgent or the Secured Party, such Grantor as applicable, in accordance with the Intercreditor Agreement, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s Secured Party's security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent Secured Party in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “Secured Party's "control” " thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);
(4) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent Secured Party and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent Secured Party or its designee nominee, in accordance with the Intercreditor Agreement, following an Event of Default and to the substitution of the Collateral Agent Secured Party or its designee nominee, in accordance with the Intercreditor Agreement, as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;; and
(5iv) such Grantor it shall notify the Collateral Agent Secured Party of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Pacific Energy Resources LTD)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(1i) without the prior written consent of the Collateral Agent, such Grantor it shall not vote to enable or take any other action to: (a) other than as permitted under the Credit Agreement, amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s 's security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Securities Purchase Credit Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to dispose of all or a material portion of their its assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;
(2ii) such Grantor it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property;
(3iii) without the prior written consent of the Collateral Agent, such Grantor it shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of Grantor to merge or consolidate unless such merger or consolidation is permitted by the Credit Agreement and (iA) such issuer creates a security interest in favor of the Agent that is perfected by a filed financing statement (that is not effective solely under Section 9508 section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (iiB) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent GrantorGrantors; provided provided, that if the surviving or resulting Grantors corporation upon any such merger or consolidation involving constitutes an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended)Foreign Subsidiary, then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b);2.2; and
(4iv) such each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee nominee following an Event of Default and to the substitution of the Collateral Agent or its designee nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto;
(5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and
(6) in the event such Grantor acquires rights in any Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interest or Pledged Debt and all other Pledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interest or Pledged Debt immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule III as required hereby.
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