Pledge of Equity Interests. Each Credit Party shall pledge the Equity Interests owned by it (unless such a pledge is expressly not required by this Agreement or the Pledge and Security Agreements) pursuant to the Pledge and Security Agreements, it being understood and agreed that the Pledge and Security Agreements shall not require any Credit Party to pledge:
(i) more than 65% of the outstanding voting capital stock of, or other voting equity interests in, any Subsidiary that is a CFC or CFC Holdco;
(ii) any of the outstanding capital stock of, or other equity interests, in any Subsidiary where such pledge would (A) be prohibited by applicable law; provided that this sub-clause (A) shall in no way be construed to apply if such prohibition is unenforceable under Section 9-408 of the UCC, (B) result in material adverse tax consequences to the Company or any Credit Party, (C) in the case of any non-Wholly-Owned Subsidiary or joint venture existing on the Closing Date, result in a breach of a joint venture agreement, operating agreement or other similar document or agreement in the form existing on the Closing Date; provided that the Company or relevant Subsidiary shall have used its commercially reasonable efforts (which efforts shall not require any Credit Party to pay any amounts or grant any rights in exchange for such consent) to obtain all consents or take such other actions as may be necessary to enable the pledge of capital stock or other equity interests of any such material non-Wholly-Owned Subsidiary or joint venture, (D) in the case of any non-Wholly-Owned Subsidiary or joint venture created or acquired after the Closing Date, result in a breach of a joint venture agreement, operating agreement or other similar document or agreement, provided that the Company shall use its commercially reasonable efforts (which efforts shall not require any Credit Party to pay any amounts or grant any rights in exchange for such consent) to obtain all consents or take such other actions as may be necessary to enable the pledge of capital stock or other equity interests of any such material non-Wholly-Owned Subsidiary or joint venture, or (E) cause the Company to incur costs associated with such pledge that are excessive in comparison to the benefits afforded to the Administrative Agent and the Lenders, as reasonably determined by the Administrative Agent, and provided further that to the extent the Company or another Credit Party does not ultimately acquire 100% of the outstanding capital sto...
Pledge of Equity Interests. (a) Each Lien Grantor, in order to secure its Secured Obligations, grants to the Collateral Agent for the benefit of the Secured Parties, effective on the first day of any Collateral Period, a continuing security interest in all the following property of such Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located:
(i) all Equity Interests in any Subsidiary held directly by such Lien Grantor and all of its rights and privileges with respect thereto, and all income and profits thereon, all interest, dividends and other payments and distributions with respect thereto;
(ii) such Lien Grantor's ownership interest in its Cash Collateral Account and all cash held therein from time to time; and
(iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii); provided that the following property shall be excluded from the foregoing security interests: (A) any Equity Interests held by a Lien Grantor in any Subsidiary that is a Subsidiary of NNI, (B) any Equity Interests held by a Lien Grantor in any Subsidiary that is a U.S. Subsidiary or a Canadian Subsidiary, (C) any Equity Interests held by a Lien Grantor in any Subsidiary that is not a Material Subsidiary, (D) any Equity Interest held in any Additional Subsidiary prior to the applicable Additional Collateral Date and (E) any Equity Interest held in any Subsidiary that is party to a Foreign Subsidiary Guarantee which is in full force and effect (x) on the first day of the Collateral Period or (y) solely with respect to any Additional Subsidiary, on the applicable Additional Collateral Date. The security interests granted by each Lien Grantor pursuant to this Section 2(a) shall terminate in accordance with Section 17.
(b) The Pledges are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.
Pledge of Equity Interests. Pursuant to this Agreement, the Pledgors hereby agree to pledge, all of the equity interest which are legally held and are entitled to be disposed by the Pledgors (collectively representing 100% equity interest in the Company) to the Pledgee, as a jointly liability guarantee to secure the performance of the Contractual Obligations and the repayment of the Secured Indebtedness of the Pledgors and the Company.
Pledge of Equity Interests. With respect to the creation or acquisition of a Subsidiary, the appropriate Loan Party shall within thirty (30) days (or such longer period as the Administrative Agent shall approve in its sole discretion) after such creation or acquisition execute a Security Agreement (or a Security Joinder Agreement) and, in connection therewith, pledge all of its Equity Interests in such Subsidiary to the Administrative Agent as security for the Obligations; provided that (i) no Foreign Subsidiary shall be required to pledge any of its Equity Interests in any other Foreign Subsidiary, (ii) the Borrower or any Domestic Subsidiary shall not be required to pledge more than sixty-five percent (65%) of the voting Equity Interests of any first-tier Foreign Subsidiary, and (iii) such pledge shall be legally available and shall not result in materially adverse tax consequences on such Loan Party. The Borrower shall deliver to the Administrative Agent the share certificates (or other evidence of equity) evidencing any of the Equity Interests pledged pursuant to this Section 6.12(b) if such Equity Interests are certificated or so evidenced.
Pledge of Equity Interests. Cause, at all times, 100% of the equity interests of the Borrowers to be pledged to Bank pursuant to a Pledge and Security Agreement in form and substance reasonably acceptable to Bank.
Pledge of Equity Interests. Subject to Section 6.17, with respect to the creation or acquisition of a Subsidiary, the appropriate Loan Party shall within forty-five (45) days (or such longer period as the Administrative Agent shall approve in its sole discretion) after such creation or acquisition execute a Security Agreement (or a Security Agreement Supplement) and, in connection therewith, pledge all of its Equity Interests in such Subsidiary to the Administrative Agent as security for the Obligations; provided that each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each Foreign Subsidiary organized in Mexico, Brazil and Poland or Foreign Subsidiary Holding Company directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. The Borrower shall deliver to the Administrative Agent the share certificates (or other evidence of equity) evidencing any of the Equity Interests pledged pursuant to this Section 6.12(b) if such Equity Interests are certificated or so evidenced.
Pledge of Equity Interests. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby pledges to the Administrative Agent, and hereby grants to the Administrative Agent, a security interest in the Additional Equity Interests.
Pledge of Equity Interests. The Parent shall, and shall cause its Subsidiaries to, pledge all of the Equity Interests in the Borrower and each Subsidiary Guarantor (and with respect to any Person that becomes a Subsidiary Guarantor after the Effective Date, within three (3) days of such Person becoming a Subsidiary Guarantor), pursuant to one or more Security Instruments on terms satisfactory in form and substance to the Administrative Agent.
Pledge of Equity Interests. Notwithstanding any other term of this Agreement to the contrary, Company shall grant, and cause its applicable Restricted Subsidiaries to grant, a continuing perfected Lien to Agent, for the benefit of the Lenders, in the Equity Interests Company or any of its Restricted Subsidiaries owns in each Restricted Subsidiary other than each Encumbered Real Estate Subsidiary that is prohibited, restricted, or otherwise limited by the Related Agreements for a Permitted Permanent Loan to which it or any of its Subsidiaries is a party from permitting a Lien on the Equity Interests in such Encumbered Real Estate Subsidiary to secure any Indebtedness other than such Permitted Permanent Loan, but only so long as such prohibitions, restrictions, or limitations apply to the Secured Obligations; provided, that in the case of a Foreign Subsidiary that is a Restricted Subsidiary where the granting of such Lien would result in a Deemed Dividend Problem, the Lien shall be limited to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Subsidiary.
Pledge of Equity Interests. Each Pledgor hereby pledges, assigns, and grants a security interest in, and delivers to the Administrative Agent, for the benefit of the Secured Parties, all the right, title and interest of such Pledgor in and to (a) all Equity Interests at any time now or hereafter held by such Pledgor in each of CRA International Hong Kong LLC, CRA International Holdings LLC, each other Domestic Subsidiary (whether now existing or hereafter acquired or formed) of such Pledgor, and each Foreign Subsidiary (whether now owned or hereafter acquired or formed) of such Pledgor that is not a CFC (in each case, other than NeuCo, Inc. (and any Subsidiaries thereof) and other Subsidiaries of such Pledgor that are direct or indirect Subsidiaries of a Foreign Subsidiary that is a CFC), (b) all of the non-voting Equity Interests at any time now or hereafter held by such Pledgor in each of its first-tier Foreign Subsidiaries, (c) the Equity Interests at any time now or hereafter held by such Pledgor in each of CRA International Limited, CRA International (UK) Limited, CRA International (Netherlands) B.V. and each other first-tier Foreign Subsidiary (whether now existing or hereafter acquired or formed) of the Pledgor that is a CFC, excluding in each of the foregoing cases in this clause (c) the Excluded Equity Interests, (d) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of such pledged Equity Interests, (e) all of such Pledgor’s rights and interests with respect to such pledged Equity Interests under each of the Organization Documents of the Issuers, and any other agreements relating to such pledged Equity Interests, including all voting and management rights and all rights to grant or withhold consents or approvals, (f) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of the Issuers of such pledged Equity Interests, (g) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a holder of such pledged Equity Interests, and (h) all proceeds, income from, increases in and products of any of the foregoing and all general intangibles and investment property relating to such pledged Equity Interests. Subject to Section 6.17 of the Credit Agreement, the certificates for such pledged Equity Interests, to the extent that such interests are represented by certificates, accompanied b...
