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 copies of all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date); 5.10 Provide Pledgee with such other information pertaining to the Collateral as Pledgee may reasonably request from time to time; and 5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its business.
Appears in 1 contract
Covenants of Pledgor. Until Pledgor covenants as follows:
(a) The Pledgor hereby covenants that until all of the Obligations are paid have been satisfied in fullfull it will not sell, Pledgor agrees to:
5.1 Preserve and protect convey or otherwise dispose of any of the Collateral, provided that this obligation shall not require Pledgor to protect Pledged Stock or preserve physical stock certificates to the extent such certificates are in the possession of Pledgee;
5.2 Not any interest therein or create, incur, assume incur or permit to exist any lienspledge, encumbrancesmortgage, lien, charge, encumbrance or other security interests, levies, assessments or charges on or interest in any of the CollateralPledged Stock or the proceeds thereof, except Permitted Encumbrances;other than that created hereby.
5.3 Promptly pay and discharge before the same become delinquent (b) The Pledgor hereby covenants that until all taxes, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral except such taxes, assessments and governmental charges Obligations have been satisfied in full it will not consent to 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 approve of or transfer the issuance of any Collateraladditional shares of any class of capital stock of any issuer of the Pledged Stock, or any right securities convertible into or interest therein (other than Permitted Encumbrances) and agrees that it will (i) cause Borrower and Finance not to issue exchangeable for any other voting stock in addition to or in substitution for the Collateral, except to Pledgorsuch shares, or any warrants, options, rights or other commitments entitling any person to purchase or otherwise acquire any such shares.
(c) If, during the term of this Agreement, any stock dividend, reclassification, adjustment or other changes are made or declared in connection with outstanding stock the capital structure of DBI, all new, substituted and additional shares or other securities issued by reason of any such change shall be held by the Pledgor under the terms of this Agreement and delivered to the Pledgee and become subject to this Agreement in the same manner as the shares of Pledged Stock originally pledged hereunder.
(d) If, during the term of this Agreement, subscription warrants or other rights or options or with shall be issued in respect of shares of Pledged Stock, such warrants, rights and options shall immediately be assigned by the prior written consent of Pledgor to the Pledgee and (iiif exercised by the Pledgor) pledge hereunder, immediately upon Pledgor's 3 acquisition (directly or indirectly) thereof, any and all additional shares of new stock or other securities issued pursuant thereto shall likewise be immediately assigned to the Pledgee to be held under the terms of Borrower and Finance;this Agreement in the same manner as the shares of Pledged Stock originally pledged hereunder.
5.5 Appear in and defend(e) The Pledgor, at Pledgor's its own expense, any action or proceeding which may affect Pledgor's title to or shall defend the Pledgee's right, title and 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 Pledged Stock against 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 copies claims of all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date);
5.10 Provide Pledgee with such other information pertaining to the Collateral as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its businessthird persons.
Appears in 1 contract
Samples: Stock Pledge Agreement (Palm Desert Art Publishers LTD LLC)
Covenants of Pledgor. Until the Obligations are paid in full, Pledgor hereby covenants and agrees toas follows:
5.1 Preserve (a) To do or cause to be done all things necessary to preserve and protect to keep in full force and effect its interests in the Collateral, provided that this obligation shall not require Pledgor and to protect or preserve physical stock certificates defend, at its sole expense, the title to the extent Collateral and any part of the Collateral;
(b) To cooperate fully with the Lender’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as the Lender may in good faith direct;
(c) To cause Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of the Lender on the Collateral;
(d) Upon the termination of the Senior Debt Documents, to deliver to the Lender any certificates are representing the Ownership Interests or other Collateral and thereafter to immediately deliver to the Lender any certificates that may be issued representing the Ownership Interests or other Collateral, and in connection therewith to execute and deliver to the Lender one or more transfer powers, substantially in the possession form of PledgeeSchedule III attached hereto or otherwise in form and content satisfactory to the Lender, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by the Lender as part of the Collateral;
5.2 (e) To execute and deliver to the Lender such financing statements as the Lender may request with respect to the Ownership Interests, and, subject to the rights of the Agent and the Senior Lenders under the Subordination Agreement (as such terms are defined in the Loan and Security Agreement), to take such other steps as the Lender may from time to time reasonably request to perfect the Lender’s security interest in the Ownership Interests under applicable law;
(f) Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of the Collateral or any part of the Collateral;
(g) After an Event of Default under the Loan Documents (including but not limited to this Agreement), not to receive any dividend or distribution or other benefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the Loan Documents or that would materially impair the position or interest of the Lender in the Collateral or dilute the Ownership Interests pledged to the Lender under this Agreement;
(h) Not to sell or otherwise dispose of, or create, incur, assume or permit suffer to exist any liens, encumbrances, security interests, levies, assessments or charges on or in lien upon any of the Collateral, except Permitted Encumbrancesother than liens in favor of the Agent under the Senior Debt Documents or in favor of the Lender;
5.3 Promptly pay and discharge before (i) That Pledgor will, upon obtaining ownership of any other Ownership Interests otherwise required to be pledged to the same become delinquent all taxesLender, assessments and governmental charges or levies imposed on Pledgor or pursuant to any of the Collateral except such taxes, assessments and governmental charges or levies, if anyLoan Documents, which Ownership Interests are being contested in good faith and as to whichnot already Pledged Interests, 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 copies of all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the last date form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such report is required additional Ownership Interests pursuant to which Pledgor shall pledge to the Lender all of such additional Ownership Interests. Prior to the delivery thereof to the Agent pursuant to the Senior Debt Documents or to the Lender following the termination of the Senior Debt Documents, all such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for the Agent, or the Lender, as applicable; and
(j) That Pledgor consents to the admission of the Lender (and its assigns or designee) as a member, partner or stockholder of Company upon the Lender’s acquisition of any of the Ownership Interests following an Event of Default.
(k) Pledgor shall not take any action to cause any membership interest of the Collateral to be filed or become a “security” within the meaning of, or to be governed by, Article 8 (including Investment Securities) of the Code as in effect under the laws of any extensions state having jurisdiction, and shall not cause any Subsidiary to such date);
5.10 Provide Pledgee with such “opt in” or to take any other information pertaining action seeking to establish any membership interest of the Collateral as Pledgee may reasonably request from time a “security” or to timebecome certificated; and
5.11 Maintain and preserve its legal existence and all rightsprovided that, privileges, franchises and other authority necessary for the conduct avoidance of its businessdoubt, this clause (k) shall not apply to any membership interest of the Collateral that, as of the date hereof, is a “security” within the meaning of Article 8 (Investment Securities) of the Code as in effect under the laws of any state having jurisdiction so long as such membership interest is certificated and delivered to the Agent or the Lender in accordance with the terms hereof.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Furiex Pharmaceuticals, Inc.)
Covenants of Pledgor. Until the Obligations are paid in full, The 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) covenants and agrees that it will until the Secured Obligations have been paid and performed in full or otherwise terminated pursuant to Section 8, below:
(ia) 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 Without the prior written consent of Pledgee and (ii) pledge hereunderthe Bank, immediately upon the Pledgor shall not sell, assign, transfer, pledge, or otherwise encumber any of the Pledgor's 3 acquisition (directly rights in or indirectly) thereof, to the Pledged Collateral pledged by the Pledgor or any and all additional shares of stock unpaid dividends or other securities of Borrower and Finance;distributions or payments with respect thereto or xxxxx x Xxxx therein except as otherwise permitted by this Pledge Agreement.
5.5 Appear in and defend(b) The Pledgor shall, at the Pledgor's own expense, any promptly execute, acknowledge, and deliver all such instruments and take all such action or proceeding which as the Bank from time to time may affect Pledgor's reasonably request in order to ensure to the Bank the benefits of the Lien in and to the Pledged Collateral intended to be created by this Pledge Agreement.
(c) The Pledgor shall maintain, preserve and defend the title to the Pledged Collateral and the Lien of the Bank thereon against the claim of any other Person.
(d) The Pledgor shall, upon obtaining any additional shares of Stock or Pledgee's other equity interest of any U.S. Subsidiary not evidenced on Schedule I attached hereto, promptly (and in any event within three (3) Business Days) deliver to the Bank all share certificates and voting trust certificates respecting such Stock, and deliver to the Bank a Pledge Amendment duly executed by the Pledgor, substantially in the form of Schedule II attached hereto, which is incorporated herein by this reference (a "Pledge Amendment"), and executed instruments of transfer or assignment (including, without limitation, stock powers), executed in blank, in respect of the additional shares of stock which are to be pledged pursuant hereto. The Pledgor hereby authorizes the Bank to attach each such Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered to the Bank shall for all purposes hereunder be considered Pledged Collateral;.
5.6 Procure or execute (e) Subject to the provisions of Section 5(f), the Pledgor shall keep at its address indicated on Schedule I all its records concerning the Pledged Collateral.
(f) The Pledgor shall furnish the Bank such information concerning the Pledged Collateral as the Bank may from time to time reasonably request, and deliverwill permit the Bank and its designees, from time to timetime during normal business hours, in form to inspect, audit and substance satisfactory to Pledgee in its discretion reasonably exercised, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates or make copies of and extracts from all records and all other writings deemed necessary or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest papers in the Collateral and possession of the priority thereofPledgor which pertain to the Pledged Collateral, and take such other action and shall upon the request of the Bank, 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 Bank copies of all reports, if any, filed by Pledgor with the Securities of such records and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date);
5.10 Provide Pledgee with such other information pertaining to the Collateral as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its businesspapers.
Appears in 1 contract
Covenants of Pledgor. Until the Obligations are paid in full, Pledgor hereby covenants and agrees toas follows:
5.1 Preserve (a) Pledgor shall defend Secured Party's right, title and protect security interest in and to the Pledged Collateral against the claims and demands of all Persons and shall maintain and preserve Secured Party's Lien and security interest until indefeasible payment in full in cash of all of the Obligations.
(b) Pledgor shall not (i) sell, lease, assign, transfer, convey or otherwise dispose of all or any part of Pledgor's right, title or interest in or to the Pledged Collateral, provided that this obligation shall not require Pledgor to protect whether such Pledged Collateral is owned directly or preserve physical stock certificates to the extent such certificates are in the possession of Pledgee;
5.2 Not indirectly by Pledgor, (ii) create, incur, assume incur or encumber or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or with respect to all or any part of Pledgor's right, title and interest in and to the Pledged Collateral, any Lien, (iii) in its capacity as a shareholder of TAC, vote for any action, resolution, or amendment of the Collateral, except Permitted Encumbrances;
5.3 Promptly pay and discharge before constituent documents of TAC which would alter the same become delinquent all taxes, assessments and governmental charges or levies imposed on Pledgor or any voting rights 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, encumberholders of TAC common stock, or otherwise dispose of or transfer (iv) take any Collateralaction to terminate, dilute, impair, modify, or any right limit Secured Party's rights or interest therein interests with respect to the Pledged Collateral.
(other than Permitted Encumbrancesc) 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) Pledgor shall pledge hereunder, immediately upon Pledgor's 3 its acquisition (directly or indirectly) thereof, any and all additional shares of stock common stock, other equity interests or other securities of Borrower the Company issued in substitution for, on account of, or otherwise as Proceeds of, the Interests.
(d) Pledgor shall keep and Finance;
5.5 Appear in and defend, maintain 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 its current principal place of business 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 Interests including, without limitation, a record of all payments received, all capital contributions made and provide Pledgee all credits granted with respect to the Interests. Pledgor shall cause the Company to maintain the entries in its books and records pertaining to the Interests which evidence the security interest granted by this Agreement. Secured Party, its agents and representatives shall be granted access thereto with to, and the right to make extracts therefrom;photocopy, such books and records maintained with respect to the Interests at all reasonable times on reasonable notice to Pledgor.
5.9 Provide Pledgee with copies of all reports, if any, filed by (e) Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required shall do or cause to be filed (including any extensions done all things necessary to such date);
5.10 Provide Pledgee with such other information pertaining preserve and keep the existence of the Company in full force and effect and to cause the Collateral Company to remain qualified and licensed as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of the Company's continued business and operations.
(f) Pledgor shall notify Secured Party of the issuance of any certificate evidencing Pledgor's ownership of Interests and deliver to Secured Party any such certificate endorsed in blank to Pledgor.
(g) Pledgor shall notify Secured Party in writing at least 30 days in advance of any change in Pledgor's principal place of business . Pledgor shall give Secured Party at least 30 days written notice prior to any change in the jurisdiction of organization of the Company.
(h) Pledgor shall deliver to Secured Party any and all information that Secured Party reasonably requests in writing sent as required by Section 19 regarding the Company, its businessproperties, financial information, within ten Business Days of receipt of such request (to the extent such information is in the possession of Pledgor or can be obtained by Pledgor without violation of law or regulations).
(i) Pledgor authorizes Secured Party to file or record financing statements and other filings or recording documents or instruments with respect to the Pledged Collateral without the signature of Pledgor in such form and in such offices as Secured Party reasonably determines appropriate to perfect the security interests of Secured Party under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
(j) Pledgor shall cause the Oak TAC Shares, together with the Accommodation TAC Shares (including any shares of the common stock of TAC pledged and included as collateral under this or under any other Pledge Agreement subsequent to the date hereof), to at all times constitute, in the aggregate, no less than 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC, after giving effect to the pledge of additional issued and outstanding shares by Excalibur, Ball or any other holder of TAC shares. Secured Party has no obligation to notify Pledgor of the existence of the condition in which the Oak TAC Shares and the Accommodation TAC Shares, in the aggregate, do not equal at least 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC.
(k) Pledgor shall cause TAC to file with the United States Securities and Exchange Commission, and take all commercially reasonable efforts to cause to become effective, a registration statement with respect to all shares of common stock or equity securities of TAC (i) as to which any Person has granted to Lender a security interest under the provisions of any of the Pledge Agreement or otherwise, or (ii) which are subject to issuance upon the exercise of the Warrants, in each case in accordance with the terms of the Share Exchange Agreement and the Stock Purchase Agreement regarding such registration. Such registration statement may also register for sale any other shares owned by Ball, Excalibur or any other shareholders of TAC that desire to register shares for sale or resale.
Appears in 1 contract
Samples: Pledge and Security Agreement (Oak Finance Investments LTD)
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 Subsidiary 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 FinanceSubsidiary;
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 copies of all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date);
5.10 Provide Pledgee with such other information pertaining to the Collateral as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its business.
Appears in 1 contract
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 Encumbrancesthose approved in writing by Pledgee;
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 to extent the same are being contested in good faith by appropriate proceedings and as to whichthe amount thereof is being reserved in accordance with GAAP, at provided that in any such case no lien could arise in favor of a taxing authority, which lien could impair the enforceability or priority of Pledgee's option, a reserve against Borrower's Availability may be createdsecurity interest in the Collateral;
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 CCI and Finance Posnet 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 CCI and FinancePosnet;
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 exercisedPledgee, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates or other writings reasonably 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 for the stated purpose of enabling 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 and to Pledgor's financial records, in each case with the right to make extracts therefromtherefrom in accordance with the Loan Agreement;
5.9 Provide Pledgee with copies of all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date)filed;
5.10 Provide Pledgee with such other information pertaining to the Collateral as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its corporate or other legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its business.
Appears in 1 contract
Covenants of Pledgor. Until the Obligations are paid in full, Pledgor hereby covenants and agrees toas follows:
5.1 Preserve (a) Pledgor shall defend Secured Party's right, title and protect security interest in and to the Pledged Collateral against the claims and demands of all Persons and shall maintain and preserve Secured Party's Lien and security interest until indefeasible payment in full in cash of all of the Obligations.
(b) Pledgor shall not (i) sell, lease, assign, transfer, convey or otherwise dispose of all or any part of Pledgor's right, title or interest in or to the Pledged Collateral, provided that this obligation shall not require Pledgor to protect whether such Pledged Collateral is owned directly or preserve physical stock certificates to the extent such certificates are in the possession of Pledgee;
5.2 Not indirectly by Pledgor, (ii) create, incur, assume incur or encumber or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or with respect to all or any part of Pledgor's right, title and interest in and to the Pledged Collateral, any Lien, (iii) in its capacity as a shareholder of TAC, vote for any action, resolution, or amendment of the Collateral, except Permitted Encumbrances;
5.3 Promptly pay and discharge before constituent documents of TAC which would alter the same become delinquent all taxes, assessments and governmental charges or levies imposed on Pledgor or any voting rights 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, encumberholders of TAC common stock, or otherwise dispose of or transfer (iv) take any Collateralaction to terminate, dilute, impair, modify, or any right limit Secured Party's rights or interest therein interests with respect to the Pledged Collateral.
(other than Permitted Encumbrancesc) 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) Pledgor shall pledge hereunder, immediately upon Pledgor's 3 his acquisition (directly or indirectly) thereof, any and all additional shares of stock common stock, other equity interests or other securities of Borrower the Company issued in substitution for, on account of, or otherwise as Proceeds of, the Interests.
(d) Pledgor shall keep and Finance;
5.5 Appear in and defend, maintain 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 his current principal place of business 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 Interests including, without limitation, a record of all payments received, all capital contributions made and provide Pledgee all credits granted with respect to the Interests. Pledgor shall cause the Company to maintain the entries in its books and records pertaining to the Interests which evidence the security interest granted by this Agreement. Secured Party, its agents and representatives shall be granted access thereto with to, and the right to make extracts therefrom;photocopy, such books and records maintained with respect to the Interests at all reasonable times on reasonable notice to Pledgor.
5.9 Provide Pledgee with copies of all reports, if any, filed by (e) Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required shall do or cause to be filed (including any extensions done all things necessary to such date);
5.10 Provide Pledgee with such other information pertaining preserve and keep the existence of the Company in full force and effect and to cause the Collateral Company to remain qualified and licensed as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of the Company's continued business and operations.
(f) Pledgor shall notify Secured Party of the issuance of any certificate evidencing Pledgor's ownership of Interests and deliver to Secured Party any such certificate endorsed in blank to Pledgor.
(g) Pledgor shall notify Secured Party in writing at least 30 days in advance of any change in Pledgor's principal place of business . Pledgor shall give Secured Party at least 30 days written notice prior to any change in the jurisdiction of organization of the Company.
(h) Pledgor shall deliver to Secured Party any and all information that Secured Party reasonably requests in writing sent as required by Section 19 regarding the Company, its businessproperties, financial information, within ten Business Days of receipt of such request (to the extent such information is in the possession of Pledgor or can be obtained by Pledgor without violation of law or regulations).
(i) Pledgor authorizes Secured Party to file or record financing statements and other filings or recording documents or instruments with respect to the Pledged Collateral without the signature of Pledgor in such form and in such offices as Secured Party reasonably determines appropriate to perfect the security interests of Secured Party under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
(j) Pledgor shall cause the Pledged Collateral, together with the Oak TAC Shares and all other Accommodation TAC Shares (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC, after giving effect to the pledge of additional issued and outstanding shares by Excalibur, Borrower or any other holder of TAC shares. Secured Party has no obligation to notify Pledgor of the existence of the condition during which the Oak TAC Shares and the Accommodation TAC Shares, in the aggregate, do not equal at least 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC.
(k) Pledgor shall cause TAC to file with the United States Securities and Exchange Commission, and take all commercially reasonable efforts to cause to become effective, a registration statement with respect to all shares of common stock or equity securities of TAC (i) as to which any Person has granted to Lender a security interest under the provisions of any of the Pledge Agreement or otherwise, or (ii) which are subject to issuance upon the exercise of the Warrants, in each case accordance with the terms of the Share Exchange Agreement and the Stock Purchase Agreement regarding such registration. Such registration statement may also register for sale any other shares owned by Borrower, Excalibur or any other shareholders of TAC that desire to register shares for sale or resale.
Appears in 1 contract
Samples: Pledge and Security Agreement (Oak Finance Investments LTD)
Covenants of Pledgor. Until the Obligations are paid in full, Pledgor hereby covenants and agrees toas follows:
5.1 Preserve (a) Pledgor shall defend Secured Party's right, title and protect security interest in and to the Pledged Collateral against the claims and demands of all Persons and shall maintain and preserve Secured Party's Lien and security interest until indefeasible payment in full in cash of all of the Obligations.
(b) Pledgor shall not (i) sell, lease, assign, transfer, convey or otherwise dispose of all or any part of Pledgor's right, title or interest in or to the Pledged Collateral, provided that this obligation shall not require Pledgor to protect whether such Pledged Collateral is owned directly or preserve physical stock certificates to the extent such certificates are in the possession of Pledgee;
5.2 Not indirectly by Pledgor, (ii) create, incur, assume incur or encumber or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or with respect to all or any part of Pledgor's right, title and interest in and to the Pledged Collateral, any Lien, other than the rights of TAC and any escrow agent for the Transaction Escrow Shares with respect to the Transaction Escrow Shares arising under the Share Exchange Agreement, (iii) in its capacity as a shareholder of TAC, vote for any action, resolution, or amendment of the Collateral, except Permitted Encumbrances;
5.3 Promptly pay and discharge before constituent documents of TAC which would alter the same become delinquent all taxes, assessments and governmental charges or levies imposed on Pledgor or any voting rights 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, encumberholders of TAC common stock, or otherwise dispose of or transfer (iv) take any Collateralaction to terminate, dilute, impair, modify, or any right limit Secured Party's rights or interest therein interests with respect to the Pledged Collateral.
(other than Permitted Encumbrancesc) 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) Pledgor shall pledge hereunder, immediately upon Pledgor's 3 its acquisition (directly or indirectly) thereof, any and all additional shares of stock common stock, other equity interests or other securities of Borrower the Company issued in substitution for, on account of, or otherwise as Proceeds of, the Interests.
(d) Pledgor shall keep and Finance;
5.5 Appear in and defend, maintain 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 its current principal place of business 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 Interests including, without limitation, a record of all payments received, all capital contributions made and provide Pledgee all credits granted with respect to the Interests. Pledgor shall cause the Company to maintain the entries in its books and records pertaining to the Interests which evidence the security interest granted by this Agreement. Secured Party, its agents and representatives shall be granted access thereto with to, and the right to make extracts therefrom;photocopy, such books and records maintained with respect to the Interests at all reasonable times on reasonable notice to Pledgor.
5.9 Provide Pledgee with copies of all reports, if any, filed by (e) Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required shall do or cause to be filed (including any extensions done all things necessary to such date);
5.10 Provide Pledgee with such other information pertaining preserve and keep the existence of the Company in full force and effect and to cause the Collateral Company to remain qualified and licensed as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of the Company's continued business and operations.
(f) Pledgor shall notify Secured Party of the issuance of any certificate evidencing Pledgor's ownership of Interests and deliver to Secured Party any such certificate endorsed in blank to Pledgor.
(g) Pledgor shall notify Secured Party in writing at least 30 days in advance of any change in Pledgor's principal place of business . Pledgor shall give Secured Party at least 30 days written notice prior to any change in the jurisdiction of organization of the Company.
(h) Pledgor shall deliver to Secured Party any and all information that Secured Party reasonably requests in writing sent as required by Section 19 regarding the Company, its businessproperties, financial information, within ten Business Days of receipt of such request (to the extent such information is in the possession of Pledgor or can be obtained by Pledgor without violation of law or regulations).
(i) Pledgor authorizes Secured Party to file or record financing statements and other filings or recording documents or instruments with respect to the Pledged Collateral without the signature of Pledgor in such form and in such offices as Secured Party reasonably determines appropriate to perfect the security interests of Secured Party under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
(j) Pledgor shall cause the Pledged Collateral, together with the Oak TAC Shares and all other Accommodation TAC Shares (including any shares of the common stock of TAC pledged and included as collateral under this or under any other Pledge Agreement subsequent to the date hereof), to at all times constitute, in the aggregate, no less than 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC, after giving effect to the pledge of additional issued and outstanding shares by Borrower, Ball or any other holder of TAC shares. Secured Party has no obligation to notify Pledgor of the existence of the condition during which the Oak TAC Shares and the Accommodation TAC Shares, in the aggregate, do not equal at least 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC.
(k) Pledgor shall cause TAC to file with the United States Securities and Exchange Commission, and take all commercially reasonable efforts to cause to become effective, a registration statement with respect to all shares of common stock or equity securities of TAC (i) as to which any Person has granted to Lender a security interest under the provisions of any of the Pledge Agreement or otherwise, or (ii) which are subject to issuance upon the exercise of the Warrants, in each case in accordance with the terms of the Share Exchange Agreement and the Stock Purchase Agreement regarding such registration. Such registration statement may also register for sale any other shares owned by Borrower, Ball or any other shareholders of TAC that desire to register shares for sale or resale.
Appears in 1 contract
Samples: Pledge and Security Agreement (Oak Finance Investments LTD)
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 BorrowerPledgor'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 Subsidiary 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 FinanceSubsidiary;
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 copies of all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date);
5.10 Provide Pledgee with such other information pertaining to the Collateral as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its business.
Appears in 1 contract
Covenants of Pledgor. Until the Obligations are paid in full, Each Pledgor covenants and agrees toas follows:
5.1 Preserve 8.1 It shall, so long as any Obligations shall be outstanding, defend its title to the Collateral pledged by it and protect the interest of the Secured Party in the Collateral pledged by it hereunder against the claims and demands of all persons whomsoever which would be likely to materially adversely affect such Pledgor's title to, or the Secured Party's right or interest in, such Collateral, provided that this obligation .
8.2 It shall not require Pledgor to protect directly or preserve physical stock certificates to the extent such certificates are in the possession of Pledgee;
5.2 Not indirectly create, incur, assume or permit suffer to exist any liens, encumbrances, security interests, levies, assessments or charges liens on or in with respect to 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 part 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 pledged by it (other than the Lien created by this Agreement and Permitted Encumbrances) Liens). Each Pledgor will at its own cost and agrees that it will (i) cause Borrower and Finance not expense promptly take such action as may be necessary to issue discharge 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 such prohibited liens.
8.3 Without the prior written consent of Pledgee and the Secured Party, it will not file or authorize or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which the Secured Party is not named as the sole secured party.
8.4 It will not, except as permitted by this Agreement, without the consent of the Secured Party (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or hypothecate, encumber or grant any Lien with respect to, any of the Collateral pledged by it, or (ii) pledge enter into any agreement which could reasonably be expected to restrict or inhibit the Secured Party's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence and during the continuation of a Lease Event of Default.
8.5 It shall deliver or cause to be delivered to the Secured Party any new or additional shares of stock or limited liability company interests in any Subsidiary Guarantor issued to such Pledgor in accordance with this Agreement.
8.6 Each Pledgor will deliver hereunder, immediately upon Pledgor's 3 acquisition (directly or indirectly) thereof, any and all writings evidencing any additional Collateral in accordance with Section 5. Each Pledgor hereby authorizes the Secured Party to modify this Agreement by unilaterally amending Schedule II to include such shares of stock or other securities of Borrower and Finance;securities.
5.5 Appear in and defend8.7 Each Pledgor will, at Pledgor's own expenseall times, 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, keep accurate and complete records of the Collateral Collateral. Each Pledgor shall permit representatives of the Secured Party, upon reasonable prior notice, at any time during normal business hours of such Pledgor to inspect and provide Pledgee with access thereto with the right to make extracts therefrom;
5.9 Provide Pledgee with copies of all reports, if any, filed by Pledgor with the Securities abstracts from such Pledgor's books and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date);
5.10 Provide Pledgee with such other information records pertaining to the Collateral as Pledgee may reasonably request from time Collateral, subject to time; and
5.11 Maintain such Pledgor's reasonable security procedures. Upon the occurrence and preserve its legal existence during the continuation of any Lease Event of Default, at the Secured Party's request, each Pledgor shall promptly deliver copies of any and all rights, privileges, franchises and other authority necessary for such records to the conduct Secured Party.
8.8 Each Pledgor shall give the Secured Party at least 30 days' notice before it changes the location of its businessplace of business and chief executive office and shall execute and deliver such instruments and documents as may be required, or reasonably requested by the Secured Party, to maintain a prior perfected security interest in the Collateral.
Appears in 1 contract
Samples: Pledge and Security Agreement (Reliant Energy Mid Atlantic Power Services Inc)
Covenants of Pledgor. Until Pledgor hereby covenants and agrees as follows: To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Obligations are paid Pledged Collateral, and to defend, at its sole expense, the title to the Pledged Collateral and any part of the Pledged Collateral in each case except for a merger of the Company into Borrower as permitted under the Financing Documents; To cooperate fully with Agent’s efforts to preserve the Pledged Collateral and to take such actions to preserve the Pledged Collateral as Agent may reasonably request; To cause Company to maintain proper books of record and account in which full, Pledgor agrees to:
5.1 Preserve true and protect correct entries are made of all dealings and transactions in relation to the Pledged Collateral and which reflect the lien of Agent on the Pledged Collateral; To deliver promptly (and in any event within 5 Business Days) to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Pledged Collateral, provided that this obligation and to execute and deliver to Agent one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content reasonably satisfactory to Agent, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Pledged Collateral (the “Transfer Powers”), which such Transfer Powers shall not require Pledgor be held by Agent as part of the Pledged Collateral; To execute and deliver to protect or preserve physical stock certificates Agent such financing statements as Agent may request with respect to the extent Ownership Interests, and to take such certificates are other steps as Agent may from time to time reasonably request to perfect Agent’s security interest in the possession Ownership Interests under applicable law; Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of Pledgee;
5.2 the Pledged Collateral or any part of the Pledged Collateral except as expressly permitted by the Credit Agreement; After an Event of Default under the Financing Documents (including but not limited to this Agreement), not to receive any dividend or distribution or other benefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the Financing Documents or that would materially impair the position or interest of Agent in the Pledged Collateral or dilute the Ownership Interests pledged to Agent under this Agreement; Not to sell or otherwise dispose of, or create, incur, assume or permit suffer to exist any liens, encumbrances, security interests, levies, assessments or charges on or in lien upon any of the Pledged Collateral, except Permitted Encumbrances;
5.3 Promptly pay other than liens in favor of Agent, for its benefit and discharge before the same become delinquent all taxesbenefit of the Lenders; That Pledgor will, assessments upon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Agent, for its benefit and governmental charges or levies imposed on Pledgor or the benefit of the Lenders, pursuant to any of the Collateral except such taxes, assessments and governmental charges or levies, if anyFinancing Documents, which Ownership Interests are being contested not already Pledged Interests, within five (5) Business Days deliver to Agent a Pledge Amendment, duly executed by Pledgor, in good faith substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which Pledgor shall pledge to Agent, for its benefit and the benefit of the Lenders, all of such additional Ownership Interests. If such Ownership Interests are certificated, then prior to the delivery thereof to Agent, all such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for Agent, for its benefit and the benefit of the Lenders; That Pledgor consents to the admission of Agent (and its assigns or designee) as a member, partner or stockholder of Company upon Agent’s acquisition of any of the Ownership Interests; and With respect to whichany membership or similar interests in a limited liability company, at Pledgee's option, Pledgor shall not take any action to cause any membership interest of the Pledged Collateral to be or become a reserve against Borrower's Availability may be created;
5.4 Not sell, encumber“security” within the meaning of, or otherwise dispose to be governed by, Article 8 (Investment Securities) of the Code as in effect under the laws of any state having jurisdiction, and shall not cause any Subsidiary that is a limited liability company to “opt in” 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 take any other voting stock in addition action seeking to establish any membership interest of the Pledged Collateral as a “security” or in substitution to become certificated; provided that, for the Collateralavoidance of doubt, except this clause (k) shall not apply to Pledgorany membership interest of the Pledged Collateral that, or as of the date hereof, is a “security” within the meaning of Article 8 (Investment Securities) of the Code as in connection with outstanding stock options or with effect under the prior written consent laws of Pledgee any state having jurisdiction so long as such membership interest is certificated 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 delivered 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 Administrative Agent 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 accordance with access thereto with the right to make extracts therefrom;
5.9 Provide Pledgee with copies of all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10Section 1(a) business days after the last date such report is required to be filed (including any extensions to such date);
5.10 Provide Pledgee with such other information pertaining to the Collateral as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its businesshereof.
Appears in 1 contract
Samples: Credit and Security Agreement (Catabasis Pharmaceuticals Inc)
Covenants of Pledgor. Until Pledgor covenants and agrees that until the Obligations are have been paid and performed 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 full (other than Permitted Encumbrancescontingent indemnity obligations for which no claim has been asserted) and agrees that it will or otherwise terminated pursuant to Section 8, below:
(ia) 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 Without the prior written consent of Pledgee Lender or except as permitted by the Loan Agreement, Pledgor shall not sell, assign, transfer, exchange, pledge, or otherwise encumber or restrict any of such Pledgor’s rights in or to the Pledged Collateral pledged by such Pledgor or any unpaid dividends or other distributions or payments with respect thereto or xxxxx x xxxx therein except as otherwise permitted by this Pledge Agreement or the Loan Agreement.
(b) Pledgor shall, at such Pledgor’s own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action as Lender from time to time may reasonably request in order to ensure to Lender the benefits of the lien in and to, the Pledged Collateral intended to be created by this Pledge Agreement.
(iic) pledge hereunderExcept as otherwise permitted by the Loan Agreement, immediately Pledgor shall maintain, preserve and defend the title to the Pledged Collateral and the lien of Lender thereon against the claim of any other Person.
(d) Pledgor shall, upon Pledgor's 3 acquisition (directly or indirectly) thereof, obtaining any and all additional shares of stock or other securities equity interest of Borrower any Subsidiary not evidenced on Schedule I attached hereto, promptly (and Finance;
5.5 Appear in and defend, at Pledgor's own expense, any action event within 15 days or proceeding which may affect Pledgor's title such longer period as acceptable to or Pledgee's interest Lender in its sole discretion) deliver to Lender (except as noted in the Collateral;
5.6 Procure proviso below), to the extent applicable, all share certificates and voting trust certificates respecting such stock or execute other equity interest, and deliver, from time deliver to timeLender a Pledge Supplement duly executed by such Pledgor supplementing Schedule I attached hereto, in form and substance satisfactory reasonably acceptable to Pledgee in its discretion reasonably exercisedLender (a “Pledge Supplement”), any and executed instruments of transfer or assignment (including, without limitation, stock powers), bond powersexecuted in blank, endorsements, assignments, financing statements, estoppel certificates in respect of the additional shares of stock or other writings deemed necessary equity interests which are to be pledged pursuant hereto. Pledgor hereby authorizes Lender to attach each such Pledge Supplement hereto and agrees that all shares or appropriate by Pledgee other equity interests listed on any Pledge Supplement delivered to perfectLender shall for all purposes hereunder be considered Pledged Collateral.
(e) Pledgor shall furnish Lender such information concerning the Pledged Collateral as it may from time to time reasonably request, maintain or protect Pledgee's security interest and will permit Lender and its designees, from time to time during normal business hours upon reasonable prior notice, to inspect, audit and make copies of and extracts from all records and all other papers in the Collateral and possession of such Pledgor which pertain to the priority thereofPledged Collateral, and take such other action and shall upon the request of Lender, 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 Lender copies of all reportsof such records and papers. Pledge Agreement – Cepton 3
(f) Pledgor agrees that a breach of any covenants contained in this Section 5 will cause irreparable injury to Lender, if anythat Lender has no adequate remedy at law in respect of such breach and, filed by as a consequence, agrees that each and every covenant contained in this Section 5 shall be specifically enforceable against such Pledgor. and Pledgor with hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Securities Obligations are not then due and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date);
5.10 Provide Pledgee with such other information pertaining to the Collateral as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its businesspayable.
Appears in 1 contract
Samples: Pledge Agreement (Growth Capital Acquisition Corp.)
Covenants of Pledgor. Until The Pledgor hereby agrees and covenants to the Obligations are paid in full, Pledgor agrees toPledgee that:
5.1 Preserve and protect the Collateral, provided that this obligation shall 9.1 he will 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 create or permit to exist the creation of any liens, encumbrances, new pledge or other security interests, levies, assessments or charges interest 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 Pledged Equity without prior written consent of the Pledgee, and any pledge or security interest created on all or part of the Pledged Equity without prior written consent of the Pledgee shall be void;
9.2 he will not transfer the Pledged Equity without prior written notice and consent of the Pledgee, and any proposed transfer of the Pledged Equity by the Pledgor shall be void. The proceeds from the Pledgor’s transfer of the Pledged Equity shall first be used to early repay the Secured Indebtedness to the Pledgee or deposited to a third party agreed upon with the Pledgee;
9.3 at the occurrence of: (i) any legal action, arbitration or other claims that may have an adverse effect on the interests of the Pledgor or the Pledgee under the Transaction Agreements and this Agreement, or on the Pledged Equity, or (ii) pledge hereunderan Event of Default, 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 the Pledgor will ensure to or Pledgee's interest in notify 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 writing as soon as possible and the priority thereofpromptly, and take such other action all necessary measures to guarantee the Pledgee’s rights and deliver such other documents, instruments and agreements pertaining interests to the Collateral Pledged Equity as Pledgee may reasonably request requested by the Pledgee;
9.4 he undertakes to effectuate complete the intent registration procedures for extending the term of operation of the Company within three months prior to the expiry of the Company’s operating term so that the validity of this Pledge AgreementAgreement will be sustained;
5.7 9.5 he will not conduct or permit any act or action that may have an adverse effect on the interests of the Pledgor or the Pledgee under the Transaction Agreements and this Agreement, or on the Pledged Equity or endanger the validity of the Equity Pledge under this Agreement. If the Pledged Equity has to be transferred as a result of the Pledgee’s exercise of its pledge right, the Pledgor will waive his right of first refusal when the Pledgee gives value realizes its pledge right, and take all necessary measures and sign all necessary documents to enable Pledgor to acquire rights in or use of any Collateral, use effect such value only for such purposetransfer;
5.8 Keep separate9.6 he shall, accurate upon the execution of this Agreement, endeavor to do its utmost and complete records take all necessary measures to register the Equity Pledge under this Agreement with the relevant AIC as soon as practicable and further undertake to take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement to this Agreement) as reasonably requested by the Pledgee to guarantee the Pledgee’s rights and interests to the Pledged Equity and the exercise and realization of such rights and interests;
9.7 if any Pledged Equity has to be transferred as a result of the Collateral exercise of the pledge right hereunder, the Pledgor guarantees to take all necessary measures to effect such transfer;
9.8 he procures that the procedures for convening the meeting of the shareholders of the Company and the meeting of the board of directors convened for the execution of the Agreement, the creation of the pledge and the exercise of the pledge right will not violate the laws, administrative regulations or articles of association of the Company.
9.9 The Pledgor undertakes to apply to the competent AIC for the registration of the Equity Pledges as soon as practicable after the signing of this Agreement and provide Pledgee with access thereto with the right all necessary cooperation to make extracts therefrom;
5.9 Provide Pledgee with copies of all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date complete such report is required to be filed (including any extensions to such date);
5.10 Provide Pledgee with such other information pertaining to the Collateral as Pledgee may reasonably request from time to registration in time; and
5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its business.
Appears in 1 contract
Samples: Equity Pledge Agreement (Jumei International Holding LTD)
Covenants of Pledgor. Until Pledgor covenants and agrees, until the Liabilities have been paid and performed in full or until Pledgor’s Obligations are paid in fullunder this Pledge Agreement have been otherwise terminated pursuant to Section 11 below, Pledgor agrees tothat:
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 Encumbrancesa) 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 Without the prior written consent of Pledgee the Requisite Banks, Pledgor shall not sell, assign, transfer, pledge, or otherwise encumber any of Pledgor’s rights in or to the Pledged Collateral or the Transferred Assets or any unpaid dividends or other distributions or payments with respect thereto or xxxxx x Xxxx therein.
(b) Without the prior written consent of the Requisite Banks, Pledgor shall not sell, assign, transfer, pledge or otherwise encumber any of Pledgor’s rights in or to the Transferred Assets or xxxxx x Xxxx therein except as otherwise permitted by this Pledge Agreement.
(c) Pledgor shall, at Pledgor’s own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action, and cause TMCL to take all such action, as Banks and Agent from time to time may reasonably request in order to ensure to Banks and Agent the benefits of the Lien in and to the Pledged Collateral intended to be created by this Pledge Agreement and to effect the payment or transfer of the Transferred Assets to Banks and Agent.
(iid) pledge hereunderPledgor shall maintain, immediately preserve and defend the title to the Pledged Collateral and the Lien of Banks and Agent thereon and Banks’ and Agent’s rights in and to the Transferred Assets against the claim of any other Person.
(e) Pledgor shall, upon Pledgor's 3 acquisition (directly or indirectly) thereof, obtaining any and all additional shares of TMCL’s stock or other securities of Borrower which are not already Pledged Collateral, promptly (and Finance;
5.5 Appear in and defendany event within three (3) Business Days), 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 Agent or its designated bailee the additional shares which are to effectuate the intent of be pledged pursuant to this Pledge Agreement;.
5.7 If Pledgee gives value (f) Except for the Class A Shares and the Class C Shares issued on the date first written above, the Pledgor will not take any action which would cause TMCL to enable Pledgor to acquire rights in issue any preference shares or use any other class of any Collateral, use such value only for such purpose;
5.8 Keep separate, accurate and complete records of shares without the Collateral and provide Pledgee with access thereto with the right to make extracts therefrom;
5.9 Provide Pledgee with copies prior written consent of all reports, if any, filed by Banks in each instance.
(g) The Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required will not amend or consent to be filed (including any extensions to such date);
5.10 Provide Pledgee with such other information pertaining amendment to the Collateral as Pledgee may reasonably request from time to time; and
5.11 Maintain and preserve its legal existence and memorandum of association or bye-laws of TMCL without the prior written consent of all rights, privileges, franchises and other authority necessary for the conduct of its businessBanks in each instance.
Appears in 1 contract
