Negative Covenants of the Pledgor Sample Clauses

Negative Covenants of the Pledgor. The Pledgor covenants and agrees that, without the prior written consent of the Secured Party, the Pledgor will not (i) sell, assign, or transfer any of the Pledgor's rights in the Collateral; or (ii) create any other security interest in, mortgage, or otherwise encumber the Collateral or any part thereof, or permit the Collateral to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, except the security interest created herein.
Sample 1See All (4)
AutoNDA by SimpleDocs
Negative Covenants of the Pledgor. The Pledgor further covenants and agrees that, without the prior written consent of the Secured Party, the Pledgor will not (a) sell, assign or transfer any of the Pledgor's rights in the Collateral; or (b) create any other security interest in, mortgage or otherwise encumber the Collateral, or any part thereof, or permit the same to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process or any encumbrance of any kind or character, except the Security Interests herein created; or (c) take any action, or allow the Corporation to take any action, which would dilute the equity percentage of the Shares without the prior written consent of Secured Party.
Sample 1
Negative Covenants of the Pledgor. The Pledgor hereby covenants and agrees with the Pledgee that, unless otherwise agreed in writing with the Pledgee, until the Termination Date: (a) the Pledgor shall not dispose of, sell, convert, exchange, transfer or alienate in any manner all or any portion of the Shares, except for transferring any or all of the Shares pursuant to this Agreement or to the Pledgee pursuant to the Call Option Agreement; (b) the Pledgor shall not grant or suffer any Liens against the Shares, including, without limitation, any subsequent pledge or retention rights, or any other pre-emptive rights with respect to the Shares other than (c) the Pledgor shall not take any action, enter into any agreement, commitment or arrangement which is intended to or which the Pledgor knows will result in the delisting of the American Depository Shares representing ordinary voting shares of the Company from the New York Stock Exchange, unless such delisting coincides with the listing of the ordinary voting shares of the Company or depositary receipts thereof on another recognized international exchange or trading system. For the avoidance of doubt, any actions by directors or officers designated by the Pledgor in accordance with the Principal Agreements in the exercise of their fiduciary duties, which actions may result in the delisting of such American Depository Shares, shall not be considered actions taken by the Pledgor.
Sample 1
Negative Covenants of the Pledgor. The Pledgor hereby covenants and agrees with the Pledgee that, unless otherwise agreed in writing with the Pledgee, until the Termination Date: (a) the Pledgor shall not dispose of, sell, convert, exchange, transfer or alienate in any manner the Shares that are actually pledged to the Pledgor in accordance with this Agreement, except for transferring any or all of the Shares pursuant to this Agreement or to the Pledgee pursuant to the Call Option Agreement; (b) the Pledgor shall not grant or suffer any Liens against the Shares, including, without limitation, any subsequent pledge or retention rights, or any other pre-emptive rights with respect to the Shares other than resulting from this Agreement, the Principal Agreements or in favor of the Pledgee; and (c) the Pledgor shall not take any action, enter into any agreement, commitment or arrangement which is intended to or which the
Sample 1
Negative Covenants of the Pledgor. The Pledgor hereby covenants to the Pledgeholder and agrees that, without the prior written consent of the Pledgeholder, the Pledgor shall not: (a) sell, assign, transfer, lease, or otherwise alienate or dispose of all or any portion of the Pledged Assets or request that the Borrower purchase or otherwise redeem the same, or attempt, offer or agree to do so other than where it is permitted hereunder or under the Financing Agreements; (b) except for the Pledge created hereunder, create, incur or permit to exist any Lien with respect to any of the Pledged Assets, and, in furtherance thereof, the Pledgor shall take all necessary action under Applicable Law to defend the Pledged Assets against, and shall take all such other action as is necessary to remove, any such Lien with respect to the Pledged Assets. The Pledgor shall not be deemed to be in breach of this covenant in the event that a Permitted Lien, as described in Section 6.05(2) of the Loan Agreement, is established, provided that the Pledgor will take all such action as is necessary to remove any such Permitted Lien in accordance with the terms of the Loan Agreement; (c) take or permit the taking of any action whereby the rights attaching to the Pledged Assets are altered or modified or the Charter Capital of the Borrower is adjusted in any manner (other than modification permitted under the Investment Agreement or alteration mandated by Applicable Law); (d) take or permit the taking of any action (corporate or otherwise) that (i) that could result in a breach of the Loan Agreement; (ii) dilutes the Pledged Interest; or (iii) has or is likely to have a material adverse effect on the ability of the Pledgor to perform its obligations hereunder; or (iv) result in a breach of the covenant in paragraph (c) of Section 6.05 (Limitations); or (v) materially and adversely affect the status and ranking of the Pledgeholder as secured creditor hereunder, in each case, as reasonably determined by the Pledgeholder; (e) request or permit any redemption of the Pledged Interest; (f) initiate liquidation or insolvency proceedings or any reorganisation of the Pledgor or cause or permit any of the foregoing in respect of the Borrower; (g) without prejudice to the Pledgeholder's rights under Section 6.07 (Governmental Expropriation), settle: (i) suits or claims pertaining to all or any part of the Pledged Assets (other than the settlement of such suits or claims where such suits and claims themselves do not constitute a D...
Sample 1

Related to Negative Covenants of the Pledgor

  • Covenants of the Pledgor 6.1. During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor will: 6.1.1 Not transfer or assign the Pledged Equity, create or permit the existence of any other pledges or other forms of security which may affect the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreement. 6.2. The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. The Pledgor undertakes to the Pledgee that in order to protect or perfect the security interest of the Pledgee hereunder, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or perform and cause other parties who have interests to perform any actions as required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under this Agreement, and enter into all amendment documents in connection with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. The Pledgor undertakes to the Pledgee that he will comply with and perform all the warranties, covenants, agreements, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

  • Negative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed.

  • NEGATIVE COVENANTS OF BORROWER Until the Loan Obligations have been paid in full, Borrower shall not:

  • Affirmative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing:

  • Negative Covenants of the Company Except as otherwise required or expressly contemplated by this Agreement or consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries to, from the date hereof until the Effective Time: (a) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoing.

  • AFFIRMATIVE COVENANTS OF THE BORROWERS Until such time as all amounts of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

  • CERTAIN NEGATIVE COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligations to issue, extend or renew any Letters of Credit:

  • Negative Covenants of the Seller From the date hereof until the Collection Date:

  • AFFIRMATIVE COVENANTS OF BORROWER Borrower agrees that so long as it is indebted to Bank, under borrowings, or other indebtedness, or so long as Bank has any obligation to extend credit to Borrower it will, unless Bank shall otherwise consent in writing:

  • NEGATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!