Pledge of Common Stock. No Party shall, except with the prior written consent of the other Parties (such consent not to be unreasonably withheld), pledge, mortgage, charge or otherwise encumber any Common Stock or any interest in any Common Stock, or grant an option over any Common Stock or any interest in any Common Stock.
Pledge of Common Stock. Pledgor hereby pledges and grants to Secured Party a security interest in 41,764 shares (the "Shares") of the Common Stock issued pursuant to the Purchase Agreement, which shall attach immediately upon the issuance of such Shares to Pledgor in accordance with the terms of the Purchase Agreement. Immediately upon receipt of the Shares, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Shares in order that Secured Party might perfect its security interest therein. The Pledgor and the Secured Party hereby acknowledge and agree that the value of the Shares shall be deemed to be $8.50 per share of Common Stock; provided, however, that if Parent has successfully consummated a Public Offering, as such term is defined in the Purchase Agreement, of its shares of Common Stock, then it shall mean the average public trading price of each share of Common Stock over the five (5) most recent business days falling prior to the date of delivery by the Secured Party to the Pledgor of the notice of an event requiring an Offset, as such term is defined in the Purchase Agreement (the "Agreed Value"). Pledgor shall possess all voting rights pertaining to the Shares, so long as an Event of Offset, as hereinafter defined, has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 9(N) of the Purchase Agreement and Section 17 hereof, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Shares. In addition, so long as an Event of Offset has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 9(N) of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Shares, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Shares, if any, as well as all other rights with respect to the Shares except for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by failure to timely dispute it as required by Section 9(N) of the Purchase Agreement, by agreement or by arbitration decided in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 9(N) of the Pur...
Pledge of Common Stock. Pledgor hereby grants to Pledgees a security interest in, and pledges to Pledgees, 100% of the Stock of the Company and hereby assigns, transfers and sets over to Pledgees all of Pledgor’s right, title and interest in and to the Stock, to be held by Pledgees as security for the Secured Indebtedness and further upon the terms and conditions set forth in this Agreement.
Pledge of Common Stock. Pledgor hereby grants to Pledgee a security interest in, and pledges to Pledgee, 100% of the stock of the Canadian Purchaser and, after the amalgamation described above, the Company (collectively, the “Stock”) and hereby assigns, transfers and sets over to Pledgee all of Pledgor’s right, title and interest in and to the Stock, to be held by Pledgee as security for the Secured Indebtedness and further upon the terms and conditions set forth in this Agreement.
Pledge of Common Stock. As collateral to secure the Executive's obligations to the Company hereunder, the Executive agrees to and hereby does pledge, assign, transfer, deliver and grant to the Company a continuing security interest in the _____ shares of Common Stock which will be issued to the Executive (the "Pledged Shares"). The Executive represents and warrants that upon the delivery of the certificates representing the Pledged Shares, the Company will have a valid and perfected security interest in the Pledged Shares. The Executive further agrees to execute and deliver such documents as the Company may reasonably request, including, but not limited to, certificates representing the Pledged Shares in suitable form for transfer by delivery or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Company. Upon payment in full, satisfaction and cancellation of the Loan, the security interest in the Pledged Shares shall terminate and all rights in the Pledged Shares shall revert to the Executive.
Pledge of Common Stock. For purposes of this Agreement, a pledge or encumbrance of or grant of a security interest in all or any portion of the shares of Common Stock held by any Shareholder shall not be considered a Prohibited Transfer unless the Board determines that the terms of the pledge would cause, or would create a material risk of causing, the Company to be ineligible to be an S Company. However, any attempt by a pledgee or secured party to register Common Stock in its own name or in the name of a nominee or to transfer Common Stock to any other party shall be a Transfer subject to all of the provisions of this Agreement. Furthermore, the affected Shareholder shall, not less than fifteen (15) calendar days prior to pledging, encumbering or granting a security interest in any shares of Common Stock, provide notice to the Company of such proposed pledge, encumbrance or other security interest (substantially in the form of Exhibit F), and concurrently with such pledge, encumbrance or grant of a security interest furnish the Company with the pledge or secured party’s agreement in writing (substantially in the form of Exhibit G attached hereto) that any sale or other disposition of such shares of Common Stock shall be subject to all of the restrictions and conditions contained in this Agreement.
