Obligations of Pledgors. (a) Pledgors in this act agree and undertake, and Issuers acknowledge and agree, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, one hundred percent (100%) or more of the issued and outstanding capital stock of Issuers, on a fully diluted basis. Pledgors and Issuers shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.
(b) Pledgors undertake and agree that they shall, during the term of this Agreement:
(i) defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgors shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares currently owned by, or acquired by, Xxxxxxxx, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or...
Obligations of Pledgors. (a) Each of the Guarantors is entering into this Pledge Agreement in consideration of the financial accommodation to be provided by the Secured Parties under the Credit Agreement and under the Secured Hedging Agreements, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the joint and several undertakings of each of the Guarantors under the Guaranty provided pursuant to Article X of the Credit Agreement, and each Guarantor is granting the security interests in the Pledged Collateral of such Guarantor pursuant to this Pledge Agreement in support of its obligations under the Guaranty.
(b) Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents or in any Secured Hedging Agreement, to the extent the obligations of a Pledgor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), then the obligations of such Pledgor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).
Obligations of Pledgors. 5.1 The dividend and bonus arising from the Pledged Equity shall be deposited in an escrow account for the supervision of the Pledgee.
5.2 Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgors shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall place encumbrances on such Pledged Equity.
5.3 Without the Pledgee’s prior written consent, the Pledgors shall not supplement or amend the articles of association of the Company, its wholly owned and holding subsidiaries (including the company whose equity has consigned to the Company) in any manner, nor shall it increase or decrease the registered capital or change the shareholding structure of the Company in any manner.
5.4 The Pledgors shall cause the Shareholders’ General Meeting not to approve for the resolutions on the dissolution, liquidation and change of legal form of the Company, its wholly owned and holding subsidiaries.
5.5 The Pledgors shall not cause the Shareholders’ General Meeting not to approve for any Profit Distribution Proposal, nor shall accept such distributed dividend without the Pledgee’s prior written consent.
5.6 At the Pledgee’s request, the Pledgors shall provide the Pledgee with all information regarding the business operation and financial condition of the Company.
5.7 The Pledgors shall not incur or succeed to any debts or liabilities which may adversely affect their equity interests in the Company without the Pledgee’s prior written consent.
5.8 The Pledgors shall appoint, and appoint only, the candidates nominated by the Pledgee to the board of directors of the Company, and shall not replace such candidates without the Pledgee’s prior written consent.
5.9 The Pledgors shall cause the Board of Directors of the Company not to approve any acquisition of, any consolidation with, or any investment in any third party without the Pledgee’s prior written consent.
5.10 The Pledgors shall promptly notify the Pledgee of any pending or threatened lawsuit, arbitration or administrative dispute which involve the assets, business or incomes of the Company, and take positive measures against aforesaid lawsuits, arbitrations or administrative dispute. Equity Pledge Agreement
5.11 The Pledgors shall not commit any conducts or omissions that may adversely affect the assets, business operation, the debts and liabilities of the Company without the Pledgee’s prior wri...
Obligations of Pledgors. (a) Each of the Guarantors is entering into this Pledge Agreement in consideration of the financial accommodation to be provided by the Secured Parties under the Credit Agreement and under the Secured Hedging Agreements, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the joint and several undertakings of each of the Guarantors under the Guaranty provided pursuant to Article X of the Credit Agreement, and each Guarantor is granting the security interests in the Pledged Collateral of such Guarantor pursuant to this Pledge Agreement in support of its obligations under the Guaranty.
(b) Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents or in any Secured Hedging Agreement, to the extent the obligations of a Pledgor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), then the obligations of such Pledgor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: THE PANTRY, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer, Vice President – Finance and Secretary R & H MAXXON, INC., a South Carolina corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Assistant Secretary KANGAROO, INC., a Georgia corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Assistant Secretary Accepted and agreed to as of the date first above written. WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director dated as of March 12, 2004 Kangaroo, Inc. 9,900 009 100 % R. & H. Maxxon, Inc. 2,210 010 100 % dated as of March 12, 2004 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a corporation:
Obligations of Pledgors. Pledgors undertake and agree that they shall, during the term of this Agreement:
Obligations of Pledgors. (a) It is the desire and intent of each of the Pledgors and the Secured Parties that this Agreement shall be enforced against each Pledgor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.
(b) Notwithstanding anything else to the contrary in this Pledge Agreement, each of the Secured Parties agrees that this Agreement may be enforced only by the action of the Pledgee, in each case, acting upon the instructions of the Required Lenders, and that no other Secured Parties shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon any of the Collateral or other security granted or to be granted by any of the Collateral Documents, it being understood and agreed that such rights and remedies may be exercised by the Pledgee for the benefit of the Secured Parties upon the terms of this Agreement and the Collateral Documents. It is understood that the agreement of the Secured Parties contained in this Section 27 is among and solely for the benefit of the Secured Parties and that, if the Required Lenders so agree (without requiring the consent of any Pledgor), this Pledge Agreement may be directly enforced by any Pledgee.
Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.
(b) Each of the Pledgors, jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Pledgor Obligations arising under this Pledge Agreement, the other Credit Documents and the Hedging Agreements, it being the intention of the parties hereto that all the Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them.
(c) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. BORROWER: SIMOXXX XXXUSTRIES INC., --------- a Delaware corporation By: __________________________ Name: ________________________ Title: _______________________ GUARANTORS: ----------- ______________________________ By: __________________________ Name: ________________________ Title: _______________________ ______________________________ By: __________________________ Name: ________________________ Title: _______________________ ______________________________ By: __________________________ Name: ________________________ Title: _______________________ Accepted and agreed to in Charlotte, North Carolina as of the date first above written. FIRST UNION NATIONAL BANK, as Agent By: __________________________ Name: ________________________ Title: _______________________ 112 SCHEDULE 2(a) to Pledge Agreement dated as of _______________,...
Obligations of Pledgors. 5.1 The dividend and bonus arising from the Pledged Equity shall be deposited in an escrow account for the supervision of the Pledgee.
5.2 Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgors shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall place encumbrances on such Pledged Equity;
5.3 Without the Pledgee’s prior written consent, the Pledgors shall not supplement or amend the articles of association of the Company in any manner, nor shall it increase or decrease the registered capital or change the shareholding structure of the Company in any manner;
5.4 The Pledgors shall cause the Shareholders’ General Meeting not to approve for the resolutions on the dissolution, liquidation and change of legal form of the Company, its subsidiaries wholly owned or controlled by the Company;
Obligations of Pledgors. Notwithstanding anything herein to the contrary, prior to the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement), so long as the Revolving Collateral Agent pursuant to the Senior Credit Agreement is acting as bailee and non-fiduciary agent for perfection on behalf of the Notes Collateral Agent pursuant to the terms of the Intercreditor Agreement, any obligation of any Pledgor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) (i) delivery of Collateral to, or the possession or control of Collateral with, the Notes Collateral Agent shall be deemed complied with and satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true) if such delivery of Collateral is made to, or such possession or control of Collateral is with, the Revolving Collateral Agent pursuant to the Revolving Loan Documents or (ii) other than with respect to any releases of Liens on any Collateral, the consent of the Notes Collateral Agent regarding Revolving Priority Collateral shall not be unreasonably withheld or delayed to the extent the Revolving Collateral Agent has given such consent.
Obligations of Pledgors. So long as the Term Loan Collateral Agent is acting as bailee and non-fiduciary agent for perfection on behalf of the Collateral Agent pursuant to the terms of the Intercreditor Agreement, any obligation of any Pledgor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) delivery of Collateral to, or the possession or control of Collateral with, the Collateral Agent shall be deemed complied with and satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true) if such delivery of Collateral is made to, or such possession or control of Collateral is with, the Term Loan Collateral Agent.
