Common use of Permitted Pledges Clause in Contracts

Permitted Pledges. A Management Stockholder may pledge any or all shares of Common Stock now or hereafter owned by him or her, or grant a security interest therein to secure indebtedness of such Management Stockholder owing to a bank or other financial institution, in either case on terms and conditions approved by the Board (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders), provided, however, that any pledgee pursuant to this subsection (b) shall acquire only a security interest in such shares of Common Stock entitling such pledgee to (i) the proceeds from any sale of such shares made in compliance with the terms of this Agreement and (ii) any proceeds of any distribution to stockholders on account of the Common Stock in any liquidation as a result of any bankruptcy proceeding or the winding up of affairs of the Company, and in no event shall such pledgee be entitled to receive title to such shares or any other rights incident thereto other than those specified above. The pledge agreements or other related financing agreements of any Management Stockholder shall be subject to and acknowledge the rights of the Company and the other Stockholders set forth herein and shall acknowledge the restrictions imposed on the pledgee’s security interest pursuant to this Section 1.1(b).

Appears in 3 contracts

Samples: Stockholders Agreement (Lri Holdings, Inc.), Stockholders Agreement (Lri Holdings, Inc.), Stockholders Agreement (Logan's Roadhouse of Kansas, Inc.)

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Permitted Pledges. A Management Company Stockholder may pledge any or all shares of Common Capital Stock now or hereafter owned by him or her, or grant a security interest therein to secure indebtedness of such Management Stockholder owing to a bank or other financial institution, in either case on terms and conditions approved by the Board (excluding such Management Company Stockholder and other members of the Board who are designees of the Management Company Stockholders), provided, however, that any pledgee pursuant to this subsection (b) section 1.2 shall acquire only a security interest in such shares of Common Capital Stock entitling such pledgee to (i) the proceeds from any sale of such shares made in compliance with the terms of this Agreement and (ii) any proceeds of any distribution to stockholders on account of the Common Capital Stock in any liquidation as a result of any bankruptcy proceeding or the winding up of affairs of the Company, and in no event shall such pledgee be entitled to foreclose upon and receive title to such shares or any other rights incident thereto other than those specified above. The pledge agreements or other related financing agreements of any Management Company Stockholder shall be subject to and acknowledge the rights of the Company and the other Stockholders set forth herein and shall acknowledge the restrictions imposed on the pledgee’s security interest pursuant to this Section 1.1(b)1.2.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Global Geophysical Services Inc), Stockholders Agreement (Global Geophysical Services Inc), Stockholders Agreement (Global Geophysical Services Inc)

Permitted Pledges. A Management Stockholder Shareholder may pledge any or all shares of Common Stock Shares now or hereafter owned by him or her, or grant a security interest therein to secure indebtedness of such Management Stockholder Shareholder owing to a bank or other financial institution, in either case on terms and conditions approved (such approval not to be unreasonably withheld or delayed) by the Board (excluding such Management Stockholder and other members Shareholder, if he or she is a member of the Board who are designees of the Management Stockholders), Board) with respect to such pledge; provided, however, that any pledgee pursuant to this subsection (b) Section 1.3 shall acquire only a security interest in such shares of Common Stock Shares entitling such pledgee to (i) the proceeds from any sale of such shares Shares made in compliance with the terms of this Agreement and (ii) any proceeds of any distribution to stockholders Shareholders on account of the Common Stock Shares in any liquidation as a result of any bankruptcy proceeding or the winding up of affairs of the Company, and in no event shall such pledgee be entitled to receive title to such shares Shares or any other rights incident thereto other than those specified above. The pledge agreements or other related financing agreements of any Management Stockholder Shareholder shall be subject to and acknowledge the rights of the Company and the other Stockholders Shareholders set forth herein and shall acknowledge the restrictions imposed on the pledgee’s security interest pursuant to this Section 1.1(b)1.3.

Appears in 2 contracts

Samples: Shareholders Agreement (IAA Acquisition Corp.), Shareholders Agreement (Adesa California, LLC)

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Permitted Pledges. A Management Stockholder may pledge any or all shares of Common Capital Stock now or hereafter owned by him or her, or grant a security interest therein to secure indebtedness of such Management Stockholder owing to a bank or other financial institution, in either case on terms and conditions approved by the Board (excluding such Management Stockholder and other members Stockholder, if he or she is a member of the Board who are designees of the Management StockholdersBoard), provided, however, that any pledgee pursuant to this subsection (b) shall acquire only a security interest in such shares of Common Capital Stock entitling such pledgee to (i) the proceeds from any sale of such shares of Capital Stock made in compliance with the terms of this Agreement and (ii) any proceeds of any distribution to stockholders on account of the Common shares of Capital Stock in any liquidation as a result of any bankruptcy proceeding or the winding up of affairs of the Company, and in no event shall such pledgee be entitled to receive title to such shares of Capital Stock or any other rights incident thereto other than those specified above. The pledge agreements or other related financing agreements of any Management Stockholder shall be subject to and acknowledge the rights of the Company and the other Stockholders set forth herein and shall acknowledge the restrictions imposed on the pledgee’s security interest pursuant to this Section 1.1(b1.2(b).

Appears in 1 contract

Samples: Stockholders Agreement (Del Pharmaceuticals, Inc.)

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