Ownership of Pledged Shares Sample Clauses

Ownership of Pledged Shares. The Pledgor shall defend the Pledged Shares against all claims and demands of all persons or entities at any time claiming the Pledged Shares or any interest therein.
Sample 1Sample 2
AutoNDA by SimpleDocs
Ownership of Pledged Shares. So long as no Event of Default (as defined in Section 11 hereof) has occurred and is continuing, Xxxxxxx shall be entitled to all voting rights and all other incidents of ownership with respect to the Pledged Shares. On the occurrence and continuance of an Event of Default, subject to the interest of the Senior Lender or Gulf Coast Bank, as the case may be, Aero shall be entitled to exercise all voting rights and privileges whatsoever with respect to the Pledged Shares, and to that end Xxxxxxx hereby constitutes Aero as Xxxxxxx'x proxy and attorney-in-fact for purposes of voting the Pledged Shares. The aforesaid appointment constitutes a power coupled with an interest and shall not be revocable until performance in full of the Obliga- tions. All Persons shall be entitled to rely conclusively upon Aero's written certification that it is entitled to vote the Pledged Shares in accordance with this Section 7.
Sample 1
Ownership of Pledged Shares. As of the Funding Date, the Pledged Shares have been validly issued and are fully paid and nonassessable and are owned, beneficially and of record, by Elamex USA free and clear of all Liens.
Sample 1
Ownership of Pledged Shares. The Shareholder represents and warrants that the Pledged Shares are owned, beneficially and of record, by the Shareholder free and clear of any other liens, pledges, or encumbrances. ACCORDINGLY, each of the parties has caused this Agreement to be executed in the manner appropriate for each, and to be dated as of the date first above written. /s/ Xxxxx X. Xxxxxxx ---------------------------------------------- Xxxxx X. Xxxxxxx MEDTRONIC, INC.
Sample 1

Related to Ownership of Pledged Shares

  • Ownership of Pledged Property The Company warrants and represents that it is the legal and beneficial owner of the Pledged Property free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement.

  • Ownership of Pledged Collateral Pledgor is the legal, record and beneficial owner of the Pledged Collateral free and clear of any Lien except for the security interest created by this Agreement.

  • Authorization of Pledged Shares The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person.

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Transfer of Pledged Securities All certificates or instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Administrative Agent or a Person designated by the Administrative Agent and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the Administrative Agent. Notwithstanding the preceding sentence, at the Administrative Agent’s discretion, all Pledged Securities must be delivered or transferred in such manner as to permit the Administrative Agent to be a “protected purchaser” to the extent of its security interest as provided in Section 8.303 of the UCC (if the Administrative Agent otherwise qualifies as a protected purchaser). During the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights of the relevant Grantor specified in Section 6.03. In addition, during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

  • Authorization of Pledged Equity All Pledged Equity is duly authorized and validly issued, is fully paid and, to the extent applicable, nonassessable and is not subject to the preemptive rights of any Person.

  • Delivery of Pledged Shares Upon the execution of this Pledge Agreement, Pledgor shall deliver to the Company the certificate(s) representing the Pledged Shares, together with duly executed forms of assignment sufficient to transfer title thereto to the Company.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Delivery of Pledged Securities Upon the execution of this Pledge Agreement, the Pledgor shall deliver to the Company the certificates representing the Pledged Securities, together with duly executed forms of assignment sufficient to transfer title thereto to the Company. Upon the exercise of any Pledged Option, in lieu of delivering certificates to the Pledgor, the Company will retain the certificates and such certificates will be subject to this Pledge Agreement.

  • Ownership of Purchased Shares The Seller owns the Shares free and clear of all Liens or other limitations affecting the Seller's ability to vote such shares or to transfer such shares to the Buyer.

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