Common use of Pledge of Equity Interests Clause in Contracts

Pledge of Equity Interests. Each Pledgor hereby grants to the Administrative Agent for the benefit of the Secured Parties a security interest in, and hereby pledges 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 Investigations LLC, a Delaware limited liability company, 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, in each case that is not an Excluded Group Member Subsidiary (and, in each case, other than the Excluded Subsidiary (and any Subsidiary thereof) or any Dormant Subsidiary), (b) all non-voting Equity Interests at any time now or hereafter held by such Pledgor in each of its first-tier Excluded Group Member Subsidiaries, excluding any Dormant Subsidiary, (c) 65% of the voting 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 Excluded Group Member Subsidiary (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations, and taking into account all other pledges of the voting Equity Interests of such Excluded Group Member Subsidiary) whether now existing or hereafter acquired or formed, in each case excluding any Dormant Subsidiary, (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 6.19 of the Credit Agreement, the certificates for such pledged Equity Interests, to the extent that such interests are represented by certificates, accompanied by stock or transfer powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent. Without limiting the foregoing, the Equity Interests pledged under this Section 1.01 shall include without limitation, as of the date hereof, the Equity Interests described on Schedule 1 hereto (which may be updated from time to time by the Administrative Agent and the Company pursuant hereto to reflect the Pledged Equity Interests at the time required to be pledged hereunder).

Pledge of Equity Interests. Each Pledgor hereby pledges, assigns, and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in, and hereby pledges 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 Investigations International Hong Kong LLC, a Delaware limited liability companyCRA 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, in each case Pledgor that is not an Excluded Group Member Subsidiary a CFC (and, in each case, other than the Excluded Subsidiary NeuCo, Inc. (and any Subsidiary Subsidiaries thereof) and other Subsidiaries of such Pledgor that are direct or any Dormant Subsidiaryindirect 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 Excluded Group Member Foreign Subsidiaries, excluding any Dormant Subsidiary, (c) 65% of the voting 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 Excluded Group Member Foreign Subsidiary (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations, and taking into account all other pledges of the voting Equity Interests of such Excluded Group Member Subsidiary) whether now existing or hereafter acquired or formed) of the Pledgor that is a CFC, excluding in each case excluding any Dormant Subsidiaryof 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 6.19 6.17 of the Credit Agreement, the certificates for such pledged Equity Interests, to the extent that such interests are represented by certificates, accompanied by stock or transfer powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent. Without limiting the foregoing, the Equity Interests pledged under this Section 1.01 shall include without limitation, as of the date hereof, the Equity Interests described on Schedule 1 hereto (which may be updated from time to time by the Administrative Agent and the Company pursuant hereto to reflect the Pledged Equity Interests at the time required to be pledged hereunder).

Pledge of Equity Interests. Each Pledgor hereby grants Promptly (and in any event within 30 days) after any Person becomes a New Subsidiary, the Borrower shall or shall cause each Guarantor that owns all or any portion of the Equity Interests of such New Subsidiary (except, with the consent of Administrative Agent in its reasonable discretion, a Transitional Subsidiary) to (i) xxxxx x Xxxx in favor of the Administrative Agent for the ratable benefit of the Secured Parties Lenders, L/C Issuer and Administrative Agent on (1) the Borrower’s and Guarantor’s direct or indirect interest in the Equity Interests of each such New Subsidiary that is a security Domestic Subsidiary, (2) the Borrower’s and Guarantor’s direct or indirect interest inin the Equity Interests of each such New Subsidiary that is a Disregarded Foreign Subsidiary whose Equity Interests is not owned in any part by a Foreign Subsidiary (other than a Disregarded Foreign Subsidiary), (3) subject to the last sentence of this subsection (c), the Borrower’s and Guarantor’s direct or indirect interest in the Equity Interests of each such New Subsidiary that is a first tier (after ignoring all Disregarded Foreign Subsidiaries which may be a direct or indirect stockholder) Foreign Subsidiary, and hereby pledges (4) the Borrower’s and Guarantor’s direct or indirect interest in the remaining Equity Interests of any New Subsidiary that was a Foreign Subsidiary other than a Disregarded Foreign Subsidiary at the time it became a New Subsidiary but that later became a Disregarded Foreign Subsidiary (in which event the 30 day period described above shall begin to run upon the date such Person became a Domestic Subsidiary) to secure the Obligations by executing and delivering to the Administrative Agent a supplement to such Collateral Documents and other document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent all certificates, instruments or other writings representing or evidencing the Equity Interests described in clause (i) together with duly executed instruments of transfer or assignment reasonably satisfactory to the Administrative Agent, for (iii) take such action at each such Person’s own expense as may be reasonably necessary or otherwise requested by the benefit Administrative Agent to ensure that the Lien described in clause (i) is a perfected first priority Lien, and (iv) deliver to the Administrative Agent upon request in writing favorable opinions of counsel to each such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Secured Partiesdocumentation referred to in clauses (i) and (iii)), all in form, content and scope reasonably satisfactory to the rightAdministrative Agent. The foregoing notwithstanding, title and interest of such Pledgor the Administrative Agent’s Lien in and to (a) all Equity Interests at any time now or hereafter held by such Pledgor in each of CRA Investigations LLC, a Delaware limited liability company, 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, in each case that is not an Excluded Group Member a Disregarded Foreign Subsidiary (and, in each case, other shall not cover more than the Excluded Subsidiary (and any Subsidiary thereof) or any Dormant Subsidiary), (b) all non-voting Equity Interests at any time now or hereafter held by such Pledgor in each of its first-tier Excluded Group Member Subsidiaries, excluding any Dormant Subsidiary, (c) 65% of the voting 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 Excluded Group Member Subsidiary (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations, and taking into account all other pledges of the voting Equity Interests of such Excluded Group Member Foreign Subsidiary) whether now existing or hereafter acquired or formed, in each case excluding any Dormant Subsidiary, (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 6.19 of the Credit Agreement, the certificates for such pledged Equity Interests, to the extent that such interests are represented by certificates, accompanied by stock or transfer powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent. Without limiting the foregoing, the Equity Interests pledged under this Section 1.01 shall include without limitation, as of the date hereof, the Equity Interests described on Schedule 1 hereto (which may be updated from time to time by the Administrative Agent and the Company pursuant hereto to reflect the Pledged Equity Interests at the time required to be pledged hereunder).