Guaranty and Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section 9.12 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the Equity Interests described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests, (iii) all replacements, additions to and substitutions for any of the Property referred to in this paragraph, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraph, (v) all security entitlements in respect of any of the foregoing, if any, and (vi) all proceeds of any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such Equity Interests will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The Additional Pledgor hereby represents and warrants on the date hereof and solely with respect to such Additional Pledgor that each of the representations and warranties contained in Article IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this ...
Guaranty and Pledge Agreement. By executing and delivering this Assumption Agreement, the Additional Obligor, as provided in Section 9.12 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder with the same force and effect as if originally named therein as an Obligor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of an Obligor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Obligor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of such Additional Obligor’s obligations and liabilities thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 4 to the Guaranty and Pledge Agreement. The Additional Obligor hereby represents and warrants on the date hereof and solely with respect to such Additional Obligor that each of the representations and warranties contained in Article IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date, except to the extent that such representations and warranties relate to an earlier date.
Guaranty and Pledge Agreement. A counterpart of the Guaranty and Pledge Agreement executed by Parent, the Company and each Domestic Subsidiary, together with all instruments, transfer powers and other items required to be delivered in connection therewith.
Guaranty and Pledge Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 5.7 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as a “Grantor” thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (a) expressly assumes all obligations and liabilities of a Grantor thereunder, (b) grants a Lien and Security Interest in all Collateral owned by it in favor of the Administrative Agent for the benefit of the Secured Parties, in accordance with the terms of the Guaranty and Pledge Agreement, and (c) absolutely and unconditionally guarantees the prompt, complete and full payment of the Indebtedness when due, no matter how such shall become due in accordance with the terms of the Guaranty and Pledge Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the appropriate Exhibits to the Guaranty and Pledge Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article III of the Guaranty and Pledge Agreement is, as to itself, true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
Guaranty and Pledge Agreement. At the Closing, the Founders shall have executed and delivered to the Lenders the Guaranty and Pledge Agreement along with the original stock certificates evidencing the securities pledged thereunder either endorsed in blank or accompanied by validly executed assignments separate from certificate.
Guaranty and Pledge Agreement. Blast Acquisition Corp. ("Blast"), the sole shareholder of Purchaser, shall have executed and tendered to Seller a guaranty and pledge agreement in, or substantially in, the form attached hereto as Exhibit 7.5 (the "Guaranty and Pledge Agreement"), pursuant to which it guarantees, on a non-recourse basis, Parent's redemption obligation under Section (iii) of the Certificate of Designations, and, as security therefor, pledges to Seller all of the outstanding stock of Purchaser.
Guaranty and Pledge Agreement. The Company shall cause (a) RB Operating Company, a Delaware corporation (“RBOC”) to execute and deliver to Agent a Guaranty, (b) RBOC to deliver to Agent (1) an executed officers certificate certifying the names of the officers of RBOC authorized to sign Loan Documents on behalf of RBOC, together with the true signatures of each such officer, (2) evidence of the existence and good standing for RBOC in its jurisdiction of incorporation and evidence of its qualification in each other jurisdiction in which its failure to be qualified could reasonably be expected to have a Material Adverse Effect, (3) copies of the Organizational Documents for RBOC together with all amendments thereto, appropriately certified by governmental authority in the jurisdiction of incorporation of RBOC as being true, correct and complete and (4) evidence satisfactory to the Agent of the compliance by the Borrowers and each Person of their obligations under the pledge agreements and the other Security Instruments required under Section 6 of the Credit Agreement (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities or instruments as provided therein); and (c) Range Energy I, Inc. to deliver to Agent a fully executed pledge agreement covering all of the issued and outstanding Capital Stock of RBOC in form and substance satisfactory to the Agent.
Guaranty and Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section
Guaranty and Pledge Agreement. Pursuant to a Guaranty & Pledge, dated January 6, 2017, by and between X, LLC (an entity wholly owned by Mr. El-Batrawi) and Chase Financing, Inc. (“CFI”), the parties entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”), pursuant to which X, LLC agreed to sell and transfer to CFI 200,000 shares of our Common Stock, held of record and beneficially owned by X, LLC, in exchange for the aggregate nominal consideration of one dollar ($1.00). Under the Stock Purchase Agreement, and in addition to the 200,000 shares of Common Stock to be issued upon the effective date of the Stock Purchase Agreement, X, LLC has agreed to provide CFI with certain anti-dilution protection provisions, whereby X, LLC will issue a number of shares of our Common Stock, held as of record and beneficially by X, LLC, equal to two percent (2%) of the number of shares of Common Stock issued or underlying Common Stock Equivalents (as defined under the Stock Purchase Agreement) issued, as the case may be, in the event of a Dilutive Share Issuance (as defined under the Stock Purchase Agreement). X, LLC has the right to repurchase 100,000 of such shares at an aggregate purchase price of $208,500 if exercises within the initial three (3) months after the date of the Stock Purchase Agreement, or $258,500 if exercised within the second three (3) months. See “Bellridge Capital, L.P. Senior Secured Note” under Schedule 3(l)(ii) above.
Guaranty and Pledge Agreement. Lender has received the Guaranty and Pledge Agreement which, as of the borrowing date for such Loan, have not been rescinded, terminated or challenged in any way.
