Common use of Pledge of Collateral Clause in Contracts

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereof, the certificate or certificates for the Shares will be delivered to Agent, accompanied by an instrument of assignment duly governing the Shares. Borrowers shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

Appears in 2 contracts

Samples: Loan and Security Agreement (Asante Solutions, Inc.), Loan and Security Agreement (Asante Solutions, Inc.)

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Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofClosing Date, the certificate or certificates for the Shares will be delivered to AgentBank, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares. Borrowers , Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrowers Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.

Appears in 1 contract

Samples: Loan and Security Agreement (Carbonite Inc)

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofClosing Date, the certificate or certificates for the Shares will be delivered to AgentBank, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares. Borrowers , Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrowers Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default. 5.

Appears in 1 contract

Samples: Loan and Security Agreement

Pledge of Collateral. Each Borrower hereby pledges, collaterally assigns and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or before the date as from time to time required pursuant to Section 6.11(e) hereofthis Agreement, the certificate or any certificates for evidencing the Shares will shall be delivered to AgentBank, accompanied by an a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing the Shares. Borrowers , the applicable Borrower shall cause the books of each entity whose the issuer of such Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Unless an Event of Default shall have occurred and be continuingcontinuing and Borrower shall have received a written notice from Bank stating that it is exercising its rights and remedies under this Section 4.4, Borrowers each Borrower shall be entitled to exercise any voting rights with respect to the Shares Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate be suspended upon the occurrence and during the continuance of an Event of DefaultDefault and receipt by Borrower of a written notice from Bank stating that it is exercising its rights and remedies under this Section 4.4.

Appears in 1 contract

Samples: Loan and Security Agreement (Vapotherm Inc)

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before Each Borrower will deliver to Bank (i) on the date required pursuant to Section 6.11(e) hereofClosing Date, the certificate or certificates for any then-certificated Shares, and (ii) with respect to any Shares uncertificated as of the Shares will be delivered to AgentClosing Date, within ten (10) days of the certification of any Shares, the certificate or certificate for the Shares, in each case accompanied by an instrument of assignment duly governing the Shares. Borrowers Each Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new (as applicable) certificates representing such securities to be issued in the name of Bank or its transferee. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

Appears in 1 contract

Samples: Loan and Security Agreement (Icad Inc)

Pledge of Collateral. Each Borrower hereby pledges, assigns assigns, and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock stock, and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofClosing Date, the certificate or certificates for the Shares will be delivered to AgentBank, accompanied by an instrument of assignment duly executed in blank by each Borrower. To the extent required by the terms and conditions governing the Shares. , Borrowers shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Borrowers will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers waivers, and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver waiver, or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers waivers, and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

Appears in 1 contract

Samples: Loan and Security Agreement (Latch, Inc.)

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank the Bank, a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofEffective Date, the certificate or certificates for the Shares will be delivered to AgentBank, accompanied by an instrument of assignment duly executed in blank by the applicable Borrower. To the extent required by the terms and conditions governing the Shares. Borrowers , the applicable Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of the Bank and cause new certificates representing such securities to be issued in the name of Bank or its their transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

Appears in 1 contract

Samples: Loan and Security Agreement (Alphatec Holdings, Inc.)

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofClosing Date, the certificate or certificates for the Shares in WPRI will be delivered to AgentBank, accompanied by an instrument of assignment duly executed in blank by Parent. To the extent required by the terms and conditions governing the Shares. , Borrowers shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Borrowers will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

Appears in 1 contract

Samples: Loan and Security Agreement (Warby Parker Inc.)

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofPromptly upon Bank’s request, the certificate or certificates for the Shares will be delivered to AgentBank, accompanied by an instrument of assignment duly governing the Shares. Borrowers Each Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Unless an Event of Default shall have occurred and be continuing, Borrowers each Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.

Appears in 1 contract

Samples: Loan and Security Agreement (Compass Therapeutics, Inc.)

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Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank Lender a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofClosing Date, the certificate or certificates for the Shares will be delivered to AgentLender, accompanied by an instrument of assignment duly governing the Shares. Borrowers ; each Borrower shall cause the books of each entity Subsidiary, as applicable, whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunderhereunder and subject to applicable laws, Bank Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank Lender and cause new certificates representing such securities to be issued in the name of Bank Lender or its transferee. Unless an Event of Default shall have occurred and be continuing, Borrowers each Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

Appears in 1 contract

Samples: Loan and Security Agreement (WaferGen Bio-Systems, Inc.)

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant Closing Date, to Section 6.11(e) hereofthe extent such Shares are certificated, the certificate or certificates for the Shares will be delivered to AgentBank, accompanied by an instrument of assignment duly governing the Shares. Borrowers , the relevant Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Unless an Event of Default shall have occurred and be continuing, Borrowers each Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.” 12. New Section 5.14 is hereby added to the Agreement as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Diamond Eagle Acquisition Corp. \ DE)

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank Lender a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofClosing Date, the certificate or certificates for the Shares will be delivered to AgentLender, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares. Borrowers , Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank Lender and cause new certificates representing such securities to be issued in the name of Bank Lender or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrowers Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Irvine Sensors Corp/De/)

Pledge of Collateral. Each Borrower hereby pledges, collaterally assigns and grants to Bank a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofClosing Date, the certificate or certificates for the Shares Shares, if any, will be delivered to AgentBank, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares. Borrowers , Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrowers Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.

Appears in 1 contract

Samples: Loan and Security Agreement (Thayer Ventures Acquisition Corp)

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank Administrative Agent on behalf of and for the ratable benefit of the Lenders a security interest in all of the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On or before the date required pursuant to Section 6.11(e) hereofClosing Date, the original certificate or certificates for the Shares will be delivered to Administrative Agent, accompanied by an instrument one or more instruments of assignment duly governing the Shares. Borrowers , Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank Administrative Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank Administrative Agent and cause new certificates representing such securities to be issued in the name of Bank Administrative Agent or its transferee. Unless an Event of Default shall have occurred and be continuing, Borrowers Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create a any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

Appears in 1 contract

Samples: Loan and Security Agreement (Trupanion Inc.)

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