Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practic...
Covenants of Pledgor. 6.1 During the term of this Agreement, Pledgor covenants to Pledgee as follows:
6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not transfer or assign the Equity Interest or create or permit to be created any pledge which may have an adverse affect on the rights or benefits of Pledgee without prior written consent from Pledgee.
6.1.2 Pledgor shall comply with all laws and regulations with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing matters at the reasonable request of Pledgee or with the written consent of Pledgee.
6.1.3 Pledgor shall timely notify Pledgee of any events or the receipt of any notice which may affect the Equity Interest or any part of its right, which may change any of Pledgor’s covenants and obligations under this Agreement or which may affect Pledgor’s performance of its obligations under this Agreement.
6.2 Pledgor agrees that Pledgee’s right to exercise the Pledge shall not be suspended or hampered through any legal procedure instituted by Pledgor, any successors of Pledgor or any person authorized by Pledgor.
6.3 Pledgor warrants to execute in good faith and cause other parties who may have any interest in the Pledge to execute all title certificates, contracts or other documents, and/or perform and cause other parties who have interests to take action as required by Pledgee and provide access to exercise the rights and authorization vested in Pledgee under this Agreement, and execute all the documents with respect to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time.
6.4 Pledgor warrants that it will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefit of Pledgee. Pledgor shall compensate Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgee.
Covenants of Pledgor. 6.1 Pledgor shall not sell, transfer, assign or otherwise dispose of any of the Pledged Securities or any interest therein without obtaining the prior written consent of Secured Party and shall keep the Pledged Securities free of all security interests or other encumbrances except the lien and security interests granted herein.
6.2 Pledgor shall pay when due all taxes, assessments, expenses and other charges which may be levied or assessed against the Pledged Securities.
6.3 Pledgor shall give Secured Party immediate written notice of any change in Pledgor's name as set forth above and of any change in the location of Pledgor's chief executive office.
6.4 Pledgor, at its cost and expense, shall protect and defend the Pledged Securities, this Agreement and all of the rights of Secured Party hereunder against all claims and demands of other parties. Pledgor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Pledged Securities. Pledgor shall promptly
6.5 If Pledgor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Pledged Securities free from other security interests, encumbrances or claims, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same or to so perform.
6.6 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if, under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof, all amounts paid, suffered or incurred by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured hereby, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Pledgor to Secured Party immediately without demand.
6.7 Secured Party shall use such reasonable care in handling, preserving and protecting the Pledged Securities...
Covenants of Pledgor. Until the Obligations are paid in full, Pledgor agrees to:
5.1 Preserve and protect the Collateral, provided that this obligation shall not require Pledgor to protect or preserve physical stock certificates to the extent such certificates are in the possession of Pledgee;
5.2 Not create, incur, assume or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or in any of the Collateral, except Permitted Encumbrances;
5.3 Promptly pay and discharge before the same become delinquent all taxes, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral except such taxes, assessments and governmental charges or levies, if any, which are being contested in good faith and as to which, at Pledgee's option, a reserve against Borrower's Availability may be created;
5.4 Not sell, encumber, or otherwise dispose of or transfer any Collateral, or any right or interest therein (other than Permitted Encumbrances) and agrees that it will (i) cause Borrower and Finance not to issue any other voting stock in addition to or in substitution for the Collateral, except to Pledgor, or in connection with outstanding stock options or with the prior written consent of Pledgee and (ii) pledge hereunder, immediately upon Pledgor's 3 acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of Borrower and Finance;
5.5 Appear in and defend, at Pledgor's own expense, any action or proceeding which may affect Pledgor's title to or Pledgee's interest in the Collateral;
5.6 Procure or execute and deliver, from time to time, in form and substance satisfactory to Pledgee in its discretion reasonably exercised, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates or other writings deemed necessary or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may reasonably request to effectuate the intent of this Pledge Agreement;
5.7 If Pledgee gives value to enable Pledgor to acquire rights in or use of any Collateral, use such value only for such purpose;
5.8 Keep separate, accurate and complete records of the Collateral and provide Pledgee with access thereto with the right to make extracts therefrom;
5.9 Provide Pledgee with copi...
Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretion:
(a) To permit Pledgee, or its representatives, upon reasonable notice given by Pledgee, to review the books and records of the entity in which an Interest is held by Pledgor.
(b) Within thirty (30) days following the close of each monthly accounting period and within sixty (60) days following the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices.
(c) Pledgor will not consent to allow the entity in which an Interest is held by Pledgor, directly or indirectly, to sell, transfer, or otherwise dispose of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entity.
(d) Pledgor will use Pledgor’s best efforts to cause the entity in which an Interest is held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage.
(e) Pledgor will use its best efforts to cause the entity in which an Interest is held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unl...
Covenants of Pledgor. 4.01. Pledgor's Name, Legal Status, Locations. Without providing at least thirty (30) days' prior written notice to Secured Party, Pledgor shall not change (a) its name; (b) its type of organization, its jurisdiction of organization or other legal structure; or (c) its place of business or (if it has more than one place of business) its chief executive office or its mailing address.
Covenants of Pledgor. Pledgor shall:
(a) Perform each and every covenant in the Loan Documents applicable to Pledgor;
(b) At all times keep at least one complete set of its records concerning substantially all of the Pledged Collateral at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Loan Agreement to be paid by any Issuer to Pledgor;
(d) Upon receipt by Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, deliver such notice, report or other communication to Agent promptly, but in no event later than five (5) days following the receipt thereof by Pledgor; and
(e) Not permit any of the Issuers to: (i) authorize the amendment of or amend the Governing Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Equity Interests of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Equity Interests of such Issuer that is a general partnership, limited partnership or limited liability company.
Covenants of Pledgor. The Pledgor covenants and agrees as -------------------- follows:
Covenants of Pledgor. Pledgor shall:
(a) Perform each and every covenant in the Loan Documents applicable to Pledgor as and when performance of such covenants is due (including any applicable notice or cure periods);
(b) At all times keep at least one complete set of its records concerning substantially all of the Collateral at its principal place of business, and not change the location of its principal place of business without giving Lender at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuer from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Loan Agreement to be paid by any Issuer to Pledgor; and
(d) Upon receipt by Pledgor of any material notice, report, or other communication from any of the Issuer or any Holder relating to all or any part of the Collateral, deliver such notice, report or other communication to Lender as soon as possible, but in no event later than five (5) Business Days following the receipt thereof by Pledgor.
Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor:
(a) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party;
(b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule;
(c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party;
(d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith;
(e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset or
