Partial Release of Pledged Shares Under Certain Circumstances Sample Clauses

Partial Release of Pledged Shares Under Certain Circumstances. In the event that the Combined Market Value at a particular point in time of all shares of stock previously pledged to the Pledgee pursuant to this Agreement (or, if applicable, the Existing Pledge Agreement) and held at such time by the Pledgee exceeds $15,000,000, and so long as no Default or Event of Default is continuing at such time, the Pledgors, by a written request executed by each Pledgor and delivered to the Pledgee, shall have the right to request that the Pledgee release from the pledge and return to the Pledgors at the address identified in such notice, certificates representing specified shares of Pledged Stock previously pledged to the Pledgee and held at such time by the Pledgee. Such notice shall specify certificates (the "Specified Release Certificates") representing a number of shares of Pledged Stock such that the Combined Market Value, after accounting for the release of the Specified Release Certificates and calculated as of the date of such release, will equal or exceed $15,000,000; provided that no shares of Covista shall be so released unless and until all shares of Capsule and all shares of any other entity previously pledged to the Pledgee and held at such time by the Pledgee have been released. Within ten business days after its receipt of a valid notice, in accordance with 14 15 this paragraph, the Pledgee shall return to the Pledgors at the address identified in such notice the Specified Release Certificates. Nothing in this paragraph shall require the Pledgee to release and return the Specified Release Certificates, or any other shares or certificates in lieu thereof, if the Combined Market Value, after accounting for the release of the Specified Release Certificates and calculated as of the date of such release, would be below $15,000,000.
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Partial Release of Pledged Shares Under Certain Circumstances. (a) So long as no Default or Event of Default is continuing at such time, the Pledgors, by a written request executed by each Pledgor and delivered to the Pledgee, shall have the right to request, from time to time prior to the Maturity Date (as set forth in the Note), that the Pledgee release from the pledge and permit a sale (in accordance with the provisions of this Section 7.5) of, specified shares of Covista Pledged Stock previously pledged to the Pledgee and held at such time by the Pledgee ("Specified Release Shares"). Such notice (a "Release Notice") shall specify the number of Specified Release Shares proposed to be sold, the price (net of sales commissions) at which such Specified Release Shares are to be sold, and the proposed acquiror of such Specified Release Shares. The Release Notice shall also certify that the proposed sale of Specified Release Shares will constitute a Permitted Sale (as defined below) and that the proposed sale will not result in any violation of or be in conflict with or constitute a default under any term of any Pledgor's certificate of incorporation or by-laws (or similar constitutive documents) or any agreement or instrument to which any Pledgor is a party or by which any Pledgor is bound or any term of any applicable law, ordinance, rule or regulation of any governmental authority or any term of any applicable order, judgment or decree of any court, arbitrator or governmental authority.
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Related to Partial Release of Pledged Shares Under Certain Circumstances

  • Release of Pledged Shares from Pledge Upon the payment of all amounts due to the Pledgee under the Convertible Debentures by repayment in accordance with the terms of the Note, the parties hereto shall notify the Escrow Agent to such effect in writing. Upon receipt of such written notice for payment of the amounts due to the Pledgee under the Convertible Debentures, the Escrow Agent shall return to the Pledgor the Transfer Documents and the certificates representing the Pledged Shares, (collectively the "Pledged Materials"), whereupon any and all rights of Pledgee in the Pledged Materials shall be terminated. Notwithstanding anything to the contrary contained herein, upon full payment of all amounts due to the Pledgee under the Convertible Debentures, by repayment in accordance with the terms of the Note, this Agreement and Pledgee's security interest and rights in and to the Pledged Shares shall terminate.

  • Release of Pledge 3.1 After the Pledgors and the Company fully and completely perform all of the Contractual Obligations and discharge all of the Secured Liabilities, the Pledgee shall, upon the Pledgors’ request, release the Equity Pledge under this Agreement and cooperate with the Pledgors to cancel the registration of the Equity Pledge on the Company’s register of shareholders and with the administration of industry and commerce in charge of the Company. The Pledgee shall assume the reasonable expenses arising out of the release of the Equity Pledge.

  • Termination of Pledge Agreement This Agreement and the rights hereby granted by Pledgor in the Collateral shall cease, terminate and be void upon fulfillment of all of the obligations of Pledgor under the Securities Contract and hereunder. Any Collateral remaining at the time of such termination shall be fully released and discharged from the Security Interests and delivered to Pledgor by Secured Party, all at the request and expense of Pledgor.

  • 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.

  • Release of Pledged Collateral The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.

  • Defense of Claims; Transferability of Pledged Collateral Each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein materially adverse to the Collateral Agent or any other Secured Party other than Permitted Liens. There is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise materially impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

  • Certain Agreements of Pledgors As Issuers and Holders of Equity Interests (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

  • NOTICE OF PLEDGE 4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

  • 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.

  • Further Assurances; Change in Name or Jurisdiction of Origination, etc The Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under this Agreement or any other Transaction Document. Without limiting the foregoing, the Servicer hereby authorizes, and will, upon the request of the Administrative Agent, at the Servicer’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

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