Covenants of the Pledgors. The Pledgors hereby covenants to the Pledgee as follows:
9.1 Without prior written consent of the Pledgee, the Pledgors shall not encumber or allow others to encumber any new pledge or any other security interest on the Pledged Shares, and such pledge or any other security interest over all or part of the Pledged Shares without the aforesaid prior written consent shall be null and void.
9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated by the Pledgee.
9.3 When any litigation, arbitration or any other claim arises which may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares.
9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgee under the Transaction Agreement and the Agreement or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Shares.
9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares.
9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.
Covenants of the Pledgors. The Ramco Principals, jointly and severally, covenant and agree with the Trust as follows:
(i) they will, or they will cause, the Pledgors to, defend the Trust's right, title, claim of possession and Lien in and to the Pledged Collateral against the claims and demands of all Persons;
(ii) they will pay and discharge all Liens, charges, claims, taxes and other governmental charges, and all contractual obligations requiring the payment of money, before such become overdue, that may affect the Pledged Collateral or any part thereof, unless (but only to the extent that) such payment is being contested in good faith and in accordance with law;
(iii) they shall not, without the prior written consent of the Trust (which consent shall not be unreasonably withheld), amend or modify, or consent to the amendment or modification of, the organizational documents of Ramco Contributing Parties, the Partnership GP Entities and the Corporate GP Entities;
(iv) they will, or they will cause each pledgor to, join with the Trust in executing and file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents in such offices as the Trust may reasonably deem necessary or desirable and wherever required or permitted by law in order to perfect and preserve the Trust's security interest in the Pledged Collateral and hereby authorizes the Trust to file financing statements and amendments thereto relative to all or any part of the Pledged Collateral without the signature of such pledgor where permitted by law, and agrees to do such further acts and things and to make, execute and deliver to the Trust such additional conveyances, assignments, agreements, instruments and financing statements as the Trust may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Trust its rights, powers and remedies hereunder, and if any pledgor shall fail to execute any such additional conveyances, assignments, agreements, instruments or financing statements, the Trust, as attorney-in-fact for such pledgor may in the name, place and stead of such pledgor, make, execute and deliver any of the foregoing; and
(v) notify the Trust in writing forty-five (45) business days prior to the date any pledgor changes its principal place of business or principal residence in the event such 7 284 pledgor is an individual, which notice shall set forth the full and complete new principal...
Covenants of the Pledgors. Each Pledgor hereby covenants and agrees that it shall not sell, convey or otherwise dispose of any of the Pledged Collateral nor create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever with respect to any of the Pledged Collateral or the proceeds thereof, other than the liens on and security interests in the Pledged Collateral created hereby. Each Pledgor further covenants and agrees that it shall not consent to or approve the issuance of any additional shares of beneficial interest in the Subtenants. Each Pledgor further covenants and agrees that, until the Secured Obligations are paid in full, such Pledgor shall not change the state of its incorporation or its corporate name without providing the Secured Parties with thirty (30) days’ prior written notice and making all filings and taking all such other actions as the Secured Parties determine are necessary or appropriate to continue or perfect the security interest granted hereunder.
Covenants of the Pledgors. 9 6.1 Sale of Collateral, Etc................................... 9 6.2 Delivery of Stock Certificates, Etc....................... 10 6.3
Covenants of the Pledgors. So long as this Agreement is in effect, the Pledgors covenant and agree to (a) not create, incur, assume, or permit to exist any Lien in favor of, or any claim of any Person with respect to, any of the Pledged Equity Interests, whether now held or hereafter subscribed, except for the Security Interest or as permitted under the Loan Documents; (b) except to the extent permitted by the Loan Documents, not sell, transfer, assign, pledge, deliver, transfer in trust, grant, usufruct or otherwise dispose of, or grant any option with respect to, any such Pledged Equity Interests or any interest therein without the prior written consent of the Pledgee; and (c) subject to the Agreed Security Principles, execute and deliver to the Pledgee, for the benefit of the Secured Parties, such documents in favor of the Pledgee and/or the Secured Parties, and do such things relating to the Security Interest as the Pledgee may reasonably request in order to protect and maintain the Security Interest and to protect and preserve the Pledgors’ and or the Pledgee’s title and interest in and to the Pledged Equity Interests, and pay all reasonable costs arising from or in connection therewith.
Covenants of the Pledgors. Each Pledgor covenants and agrees that it will take no action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except as expressly permitted by this Agreement.
Covenants of the Pledgors. Each Pledgor covenants with the Collateral Agent that such Pledgor will provide to the Collateral Agent, promptly upon request, all information and evidence the Collateral Agent may reasonably request concerning the Collateral to enable the Collateral Agent to enforce the provisions hereof.
Covenants of the Pledgors. Each Pledgor hereby covenants and agrees from and after the date of this Agreement until the termination of this Agreement in accordance with the provisions of Section 6.3:
Covenants of the Pledgors. Each Pledgor shall:
(a) perform, and cause Issuer to perform, as applicable, each and every covenant or obligation in any Organizational Documents of Issuer, this Agreement and the Loan Documents applicable to such Pledgor or Issuer;
(b) prevent Issuer from issuing Future Rights or Proceeds, except for cash dividends and other distributions to be paid by Issuer to such Pledgor and other shareholders of Issuer, if and to the extent permitted by the Loan Documents;
(c) upon receipt by such Pledgor of any material notice, report, or other communication from Issuer or any Holder relating to all or any part of the Collateral, deliver such notice, report or other communication to the Lender as soon as possible, but in no event later than three (3) days following the receipt thereof by such Pledgor;
(d) not grant any Person other than the Lender or SBCC (to the extent permitted in the Subordination Agreement) “control” over any Collateral;
(e) cause each Issuer to execute and deliver to the Lender, a consent to this Agreement substantially in the form of Exhibit B attached hereto; and
(f) promptly upon receipt, deliver to the Lender any Pledged Interests issued by an Issuer.
Covenants of the Pledgors. 6.1 Pledgors hereby promise to the Pledge for the interest of the Pledgee, that during the term of this Agreement, Pledgors shall:
6.1.1 Not transfer the Shares, place or permit the existence of any pledge that may affect the Pledgee's rights and interests in the Shares, without the prior written consent of Pledgee;
