Pledge of Additional Stock. If the Borrower shall acquire by -------------------------- exchange or replacement any additional shares of the capital stock of the Company, of whatever class or description ("Additional Stock") at any time after the date hereof, the Borrower hereby grants to the Lender a security interest in, and assigns, transfers, conveys, pledges and hypothecates to the Lender, all of the Borrower's right, title and interest in and to the Additional Stock and such certificates, and immediately upon receipt thereof the Borrower shall pledge and deposit the Additional Stock with the Lender and shall deliver to the Lender certificates therefor registered in the name of the Borrower, together with executed separate assignments thereof, to be held by the Lender under this Agreement. The Stock, the Additional Stock, and any stock or other securities issued in exchange therefor or replacement thereof, are hereinafter together called the "Pledged Stock," and the Pledged Stock and all proceeds thereof and all other securities and moneys received and at the time held by the Lender hereunder are hereinafter together called the "Property," all of which shall be subject to the Liens granted to the Lender under this Agreement.

Pledge of Additional Stock. If the Pledgor shall at any time acquire any additional shares of the capital stock of any class of the Issuer, whether such acquisition shall be by purchase, exchange, reclassification, dividend, or otherwise, the Pledgor shall forthwith (and without the necessity for any request or demand by the Agent or any Lender) deliver the certificates representing such shares to the Agent, in the same manner as described in Section 3. The Pledgor will hold in trust for the Agent and the Lenders upon receipt and immediately thereafter deliver to the Agent any other instrument evidencing or constituting Collateral (except, prior to the occurrence of an Unmatured Default or a Default, ordinary cash dividends, if any, paid with respect to the Pledged Stock and the Stock Rights and permitted by the Loan Agreement).

Pledge of Additional Stock. In case the Pledgor shall acquire any Additional Stock in the Holding Company, or any securities exchangeable for or convertible into Stock of any class of the Holding Company, whether by purchase, stock dividend, stock split, or otherwise, then such Additional Stock shall be subject to the pledge, assignment, and security interest granted to the Secured Party under this Agreement, and the Pledgor shall deliver to the Secured Party promptly any certificates therefor, accompanied by stock powers or other appropriate instruments of assignment duly executed by the Pledgor in blank. The Pledgor agrees that the Secured Party may from time to time attach as Schedule A hereto an updated list of the Stock Collateral at the time pledged to the Secured Party hereunder.

Pledge of Additional Stock. If Seller, Dr. and Xxx. Xxxxxxx and their collateral are not released from liability under the SBA loans by ninety (90) days after Closing RDB will provide a first security interest in an additional Two Hundred Thousand (200,000) of such shares (the "Additional Shares") as collateral for EVRM's security interest. At Closing, the certificate(s) representing the Additional Shares with stock powers duly endorsed in blank shall be deposited with a mutually acceptable escrow agent which will either return them to RDB upon such release of Seller, the Feigleys and their collateral or deliver them to Seller at the expiration of the ninety day period if such releases have not been obtained.

Pledge of Additional Stock. The Borrowers upon acquiring any Laureate Equity will (a) immediately cause all certificates (if any) representing Stock and Stock Equivalents of Laureate to be delivered to the Collateral Agent (accompanied by instruments of transfer and undated stock powers duly endorsed in blank) as security for the Obligations under the Pledge Agreement, and (b) with respect to any Laureate Equity for which stock certificates do not exist on the applicable Funding Date, the Borrowers shall cause certificates for all such Laureate Equity to be (i) issued as soon as practicable and, in any case, no later than three Business Days after such Funding Date, and (ii) delivered to the Collateral Agent, accompanied by instruments of transfer and undated stock powers duly endorsed in blank, on the date such certificates are issued.

Pledge of Additional Stock. If the Borrower shall at any time acquire any additional shares of the capital stock of any class of the Pledged Stock, whether such acquisition shall be by purchase, exchange, reclassification, dividend, or otherwise, or acquire any new shares of capital stock of any newly formed or acquired Subsidiary (to the extent permitted by the Credit Agreement), the Borrower shall forthwith (and without the necessity for any request or demand by the Agent or any Lender) deliver the certificates representing such shares to the Agent, in the same manner as described in Section 3, provided, Borrower shall be obligated to pledge hereunder not more than 65% of each class of stock held by it in Rawlings de Costa Rica, S.A. The Borrower will hold in trust for the Agent and the Lenders upon receipt and immediately thereafter deliver to the Agent any other instrument evidencing or constituting Collateral (except, prior to the occurrence of an Unmatured Default or a Default, ordinary cash dividends, if any, paid with respect to the Pledged Stock and the Stock Rights and permitted by the Credit Agreement).

Related to Pledge of Additional Stock

Pledge of Additional Stock and Evidence of Indebtedness Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by any Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $18,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b); received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of the greater of (a) $18,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed; of the Borrower or any Restricted Subsidiary that is owing to the Borrower or any other Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Restricted Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than the Borrower or any other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.
Pledge of Additional Securities Collateral Each Grantor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Person required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and forthwith deliver to the Collateral Agent a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION 3.1 and SECTION 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Grantor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Security Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral.
Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:
Deemed Issue of Additional Shares of Common Stock (a) If the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.
Additional Stock Each Shareholder agrees that any additional shares of Company Common Stock or securities convertible into Company Common Stock acquired by such Shareholder or over which it acquires Beneficial Ownership or voting power or dispositive power, whether pursuant to existing stock option agreements, warrants or otherwise, shall be subject to the provisions of this Agreement.
Distribution of Additional Shares, Rights, etc If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.
Issuance of Additional Shares (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “
Adjustments for Issuance of Additional Shares of Common Stock In the event the Maker, shall, at any time, from time to time, issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.5(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date) (“Additional Shares of Common Stock”), at a price per share less than the Conversion Price then in effect or without consideration, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration per share paid for such Additional Shares of Common Stock.
Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:
Adjustments; Additional Shares, Securities or Assets In the event that at any time, as a result of an adjustment made pursuant to this Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become entitled to receive shares and/or other securities or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer to and include such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 5.

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