Grant of Security Interest, Etc. As security for the full and punctual payment and performance of the Obligations when due, Pledgor hereby grants and pledges a continuing first priority lien on and security interest in, and, as a part of such grant and pledge, hereby transfers and assigns to Pledgee as security, all of the following (the "Collateral") whether now owned or hereafter acquired: (i) the Equity Interests; (ii) any other equity interest(s) now owned or hereafter acquired by Pledgor in the Pledged Entity; (iii) all of Pledgor's right, title and interest in the undated stock powers relating to the Pledged Stock duly executed in blank and (subject to the provisions of Section 5 hereof) all income and profits thereof, all distributions thereon, and all rights and privileges pertaining thereto; (iv) all of Pledgor's right, title and interest in the Pledged Entity, including without limitation: (a) all of Pledgor's interest in the capital of the Pledged Entity, and Pledgor's interest in all profits and distributions to which Pledgor shall at any time be entitled in respect of the Equity Interests; (b) all other payments, if any, due or to become due to Pledgor in respect of the Equity Interests, under or arising out of any Governing Document, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (c) all of Pledgor's claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under or arising out of any Governing Document or the ownership of any Equity Interests pursuant thereto; (d) all present and future claims, if any, of Pledgor against the Pledged Entity, under or arising out of the applicable Governing Document for monies loaned or advanced, for services rendered or otherwise; and (e) to the extent permitted by applicable law, all of Pledgor's rights, if any, under any Governing Document or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Equity Interests, including any power to terminate, cancel or modify any Governing Documents, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgor in respect of the Equity Interests and the Pledged Entity, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of the Pledged Entity, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (v) to the extent not otherwise included, all proceeds of any or all of the foregoing.
Appears in 1 contract
Samples: Equity Interest Pledge and Security Agreement (Frontline Capital Group)
Grant of Security Interest, Etc. (a) As continuing collateral security for the full and punctual payment and performance of the Obligations when due(whether upon stated maturity, by acceleration or otherwise), Pledgor hereby grants irrevocably grants, pledges and pledges assigns, subject to the terms of this Agreement, a continuing first priority lien on and security interest in, and, as a part of such grant grant, pledge and pledgeassignment, hereby transfers and assigns to Pledgee the Secured Party, as security, collateral security all of the following (the "Collateral") whether now owned or at any time hereafter acquired: (i) the Equity Interests; (ii) any other equity interest(s) acquired or now owned existing or hereafter acquired by Pledgor in the Pledged Entity; existing or created): (iiix) all of Pledgor's right, title and interest in the undated stock powers relating to the Pledged Stock duly executed in blank and (subject to the provisions of Section 5 hereof) all income and profits thereof, all distributions thereon, and all rights and privileges pertaining thereto; (iv) all of Pledgor's right, title and interest in the Pledged Entity, Shares including without limitation: (ai) all of Pledgor's interest in the capital of the Pledged Entity, and Pledgor's ’s interest in all profits profits, distributions and distributions other amounts to which Pledgor shall at any time be entitled to in respect of the Equity InterestsPledged Shares; (b) all other payments, if any, due or to become due to Pledgor in respect of the Equity Interests, under or arising out of any Governing Document, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (cii) all of Pledgor's claims’s rights (including control rights), rights, powers, privileges, authority, options, security interest, liens powers and remedies, if any, under or arising out of any Governing Document or the from its ownership of any Equity Interests pursuant thereto; (d) all present and future claims, if any, of Pledgor against the Pledged Entity, under or arising out of Shares (the applicable Governing Document for monies loaned or advanced, for services rendered or otherwiserights described in this subsection (ii) shall be referred to as “Management Rights”); and (e) to the extent permitted by applicable law, all of Pledgor's rights, if any, under any Governing Document or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Equity Interests, including any power to terminate, cancel or modify any Governing Documents, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgor in respect of the Equity Interests and the Pledged Entity, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of the Pledged Entity, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (vy) to the extent not otherwise included, all additions to, accessions to, substitutions of, products or proceeds of any or all of the foregoingforegoing collateral (collectively, (x) and (y) shall be referred to as the “Collateral”).
(b) Pledgor hereby acknowledges and consents (i) in the event of a foreclosure of the Collateral pursuant to Section 10 to the transfer and assignment to Secured Party, its designee, nominee or transferee of the Collateral subject to this Pledge Agreement, and (ii) to the exercise on one or more occasions of any rights or remedies by the Secured Party pursuant to Section 10 or as allowed by law.
Appears in 1 contract
Samples: Pledge and Security Agreement (Rekor Systems, Inc.)
Grant of Security Interest, Etc. As security for the full and punctual payment and performance of the Obligations when due, Pledgor Pledgors hereby grants grant and pledges pledge a continuing first priority lien on and security interest in, and, as a part of such grant and pledge, hereby transfers transfer and assigns assign to Pledgee as security, all of the following (the "CollateralCOLLATERAL") whether now owned or hereafter acquired: (i) the Equity Interests; (ii) any other equity interest(s) now owned or hereafter acquired by any Pledgor in any Pledged Entity which the Pledged EntityPledgors are required to pledge pursuant to the terms of the Credit Agreement (the "ADDITIONAL EQUITY INTERESTS"); (iii) all of Pledgor's Pledgors' right, title and interest in the undated stock powers relating to the Pledged Stock duly executed in blank and (subject to the provisions of Section 5 8 hereof) all income and profits thereof, all distributions thereon, and all rights and privileges pertaining thereto; (iv) all of any Pledgor's right, title and interest in any of the Pledged EntityEntities, including without limitation: (a) all of each Pledgor's interest in the capital of the Pledged EntityEntities, and each Pledgor's interest in all profits and distributions to which such Pledgor shall at any time be entitled in respect of the Equity Interests and in respect of any Additional Equity Interests; (b) all other payments, if any, due or to become due to each Pledgor in respect of the Equity Interests and in respect of any Additional Equity Interests, under or arising out of any Governing Document, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (c) all of each Pledgor's claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under or arising out of any Governing Document or the ownership of any Equity Interests pursuant theretothereto and Additional Equity Interests; (d) all present and future claims, if any, of any Pledgor against the any Pledged EntityEntities, under or arising out of the applicable Governing Document for monies loaned or advanced, for services rendered or otherwise; and (e) to the extent permitted by applicable law, all of each Pledgor's rights, if any, under any Governing Document or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Equity Interests (or any Additional Equity Interests), including any power to terminate, cancel or modify any Governing Documents, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of the Equity Interests and the Additional Equity Interests and any Pledged EntityEntities, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of the any Pledged EntityEntities, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (v) to the extent not otherwise included, all proceeds of any or all of the foregoing.
Appears in 1 contract
Samples: Equity Interest Pledge and Security Agreement (Reckson Services Industries Inc)
Grant of Security Interest, Etc. As security Pledgor hereby irrevocably grants, pledges, assigns and delivers to Secured Party for the full and punctual payment and performance benefit of the Obligations when due, Pledgor hereby grants Banks and pledges other holders of Notes a continuing first priority lien on and first perfected security interest in, and, as a part of such grant and pledge, hereby transfers and assigns to Pledgee as security, in all of Pledgor’s equity interest in the following Subsidiaries listed on Exhibit A attached hereto and incorporated by reference and all other Subsidiaries, except Pioneer Military Insurance Company, which may hereafter be acquired or come into existence and all proceeds, products, additions to, replacements of, substitutions for and accessions thereto (the "“Collateral") whether now owned or hereafter acquired: ”). The security interest and lien hereby granted is given as security for the payment of (i) any and all present and future indebtedness (principal, interest, fees, collection costs and expenses and other amounts), liabilities and obligations (including, without limitation, indemnity obligations) of Borrowers to Secured Party or Banks evidenced by or arising under or in respect of the Equity Interests; Lending Agreement, this Agreement or the other Loan Documents, (ii) any other equity interest(s) now owned or hereafter acquired by Pledgor in the Pledged Entity; (iii) all of Pledgor's right, title and interest in the undated stock powers relating to the Pledged Stock duly executed in blank and (subject to the provisions of Section 5 hereof) all income and profits thereof, all distributions thereon, and all rights other indebtedness (principal, interest, fees, collection costs and privileges pertaining thereto; expenses and other amounts), liabilities and obligations (iv) all of Pledgor's rightincluding, title and interest in the Pledged Entity, including without limitation: (a, guaranty obligations, letter of credit reimbursement obligations and indemnity obligations) all of Pledgor's interest in the capital of the Pledged Entity, and Pledgor's interest in all profits and distributions any Borrower to which Pledgor shall at any time be entitled Secured Party or Banks arising under or in respect of the Equity Interests; (b) all Lending Agreement, this Agreement or the other paymentsLoan Documents of every kind and character, if anynow existing or hereafter arising, absolute or contingent, joint or several, otherwise secured or unsecured, due or to become due to Pledgor not due, direct or indirect, expressed or implied, contractual or tortious, liquidated or unliquidated, at law or in respect of the Equity Interestsequity, under or arising out of any Governing Document, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (c) all of Pledgor's claims, rightsand whether heretofore, powersnow or hereafter incurred or given by such Borrower as principal, privilegessurety, authorityendorser, options, security interest, liens and remedies, if any, under or arising out of any Governing Document or the ownership of any Equity Interests pursuant thereto; (d) all present and future claims, if any, of Pledgor against the Pledged Entity, under or arising out of the applicable Governing Document for monies loaned or advanced, for services rendered guarantor or otherwise; , and whether created directly or acquired by Secured Party or Banks by assignment or otherwise and (eiii) to the extent permitted by applicable law, all of Pledgor's rights, if any, under any Governing Document or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Equity Interests, including any power to terminate, cancel or modify any Governing Documents, to execute any instruments and to take any and all other action reasonable costs of collection, legal expenses and attorneys’ fees and expenses incurred by Secured Party or Banks upon the occurrence of an Event of Default under this Agreement, in collecting or enforcing payment of any such indebtedness, liabilities or obligations or in preserving, protecting or realizing on behalf of the security interest and lien granted under this Agreement or in the name representing Secured Party or Banks in connection with bankruptcy or insolvency proceedings of Pledgor in respect of the Equity Interests and the Pledged Entity, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of Borrowers (hereinafter collectively referred to as the Pledged Entity, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (v) to the extent not otherwise included, all proceeds of any or all of the foregoing“Secured Obligations”).
Appears in 1 contract
Samples: Secured Senior Lending Agreement (Pioneer Financial Services Inc)