Common use of Pledge of Interests Clause in Contracts

Pledge of Interests. Notwithstanding any other provisions in this Agreement, the Majority Member shall be entitled to pledge its Membership Interests to, and otherwise gxxxx x xxxx and security interest in, its Membership Interests (and all rights with respect thereto and all proceeds thereof) and/or all of its right, title and/or interest under this Agreement and the Delaware Act in favor of the Company’s or the Company’s subsidiaries’ lenders (or an agent on behalf of such lenders) without any further consents, approvals and/or actions required by such lenders (or agent), the Company’s members, the Company, and/or any other Person under this Agreement or otherwise. So long as any such pledge of, or security interest in, the Membership Interests is in effect, no consent of the Company and/or any Member and/or any managing member, manager or board of managers shall be required to permit a pledgee thereof or any purchaser (including a purchaser by foreclosure) of the Membership Interests from such pledgee to be admitted as a substitute member for such under this Agreement upon the exercise of such pledgee’s rights with respect to such Membership Interests, and such substituted member shall have all rights and powers as the pledging Member under this Agreement, including, without limitation, all voting, governance and consensual rights under this Agreement (or under applicable law). The pledgee shall also have, anything contained in this Agreement to the contrary notwithstanding, the right to exercise such other rights and remedies as are set forth in the applicable pledge agreement (including without limitation the right, during the existence of an event of default, to vote the pledged Member’s interests and to otherwise participate in the management or governance of the business and affairs of the Company and to exercise the rights and powers of a member) or applicable law. To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, the parties hereto hereby agree that upon the exercise of the pledgee of its rights under this Section 4.09, neither the pledgee nor any manager or officer of the Company appointed by the pledgee shall owe any fiduciary duty to any Member or the Company; provided, however, that the foregoing shall not eliminate the duty to comply with the implied contractual covenant of good faith and fair dealing. Without limiting the generality of the foregoing, no transfer of the pledged interest pursuant to a foreclosure pursuant to the applicable pledge agreement shall be limited by any of the terms or conditions imposed by any or any other transfer restrictions herein. So long as any pledge of any Membership Interests is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and/or designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lendway, Inc.)

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Pledge of Interests. Notwithstanding any Each Borrower hereby pledges, assigns and grants to Bank a security interest in all membership and other provisions Equity Interests which are part of the Collateral, including without limitation such Borrower’s membership or other equity interests in this Agreementits Subsidiaries (collectively, the Majority Member “Interests”), 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. Each Borrower represents and warrants that no Interests are certificated as of the Third Amendment Date. At such time that any Interests become certificated, the certificate or certificates for the Interests shall be promptly (and in any event within five (5) Business Days) delivered to Bank, accompanied by an instrument of assignment in form satisfactory to Bank duly executed in blank by Borrower, and Borrower shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests, and any transfer agent, to reflect the pledge of the Shares. Upon the occurrence of an Event of Default, Bank may effect the transfer of the Interests into the name of Bank and cause the Interests 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 Interests. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to pledge its Membership Interests to, and otherwise gxxxx x xxxx and security interest in, its Membership Interests (and all rights with respect thereto and all proceeds thereof) and/or all of its right, title and/or interest under this Agreement and the Delaware Act in favor of the Company’s or the Company’s subsidiaries’ lenders (or an agent on behalf of such lenders) without exercise any further consents, approvals and/or actions required by such lenders (or agent), the Company’s members, the Company, and/or any other Person under this Agreement or otherwise. So long as any such pledge of, or security interest in, the Membership Interests is in effect, no consent of the Company and/or any Member and/or any managing member, manager or board of managers shall be required to permit a pledgee thereof or any purchaser (including a purchaser by foreclosure) of the Membership Interests from such pledgee to be admitted as a substitute member for such under this Agreement upon the exercise of such pledgee’s rights with respect to such Membership Interests, and such substituted member shall have all rights and powers as the pledging Member under this Agreement, including, without limitation, all voting, governance and consensual rights under this Agreement (or under applicable law). The pledgee shall also have, anything contained in this Agreement to the contrary notwithstanding, the right to exercise such other rights and remedies as are set forth in the applicable pledge agreement (including without limitation the right, during the existence of an event of default, to vote the pledged Member’s interests Interests and to otherwise participate give consents, waivers and ratifications in the management respect thereof, provided that no vote shall be cast or governance consent, waiver or ratification given or action taken which would be inconsistent with any of the business and affairs of the Company and to exercise the rights and powers of a member) or applicable law. To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other provision terms of this Agreement or in which would constitute or create any agreement contemplated herein or applicable provisions violation of law or equity or otherwiseany of such terms. All such rights to vote and give consents, the parties hereto hereby agree that waivers and ratifications shall terminate upon the exercise occurrence and continuance of the pledgee an Event of its rights under this Section 4.09, neither the pledgee nor any manager Default. No Interests are held in a brokerage or officer of the Company appointed by the pledgee shall owe any fiduciary duty to any Member or the Company; provided, however, that the foregoing shall not eliminate the duty to comply with the implied contractual covenant of good faith and fair dealing. Without limiting the generality of the foregoing, no transfer of the pledged interest pursuant to a foreclosure pursuant to the applicable pledge agreement shall be limited by any of the terms or conditions imposed by any or any other transfer restrictions herein. So long as any pledge of any Membership Interests is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and/or designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgeesimilar securities account.

Appears in 1 contract

Samples: Loan and Security Agreement (Everside Health Group, Inc.)

Pledge of Interests. Notwithstanding any Each Borrower hereby pledges, assigns and grants to Bank a security interest in all membership and other provisions Equity Interests which are part of the Collateral, including without limitation such Borrower’s membership or other equity interests in this Agreementits Subsidiaries (collectively, the Majority Member “Interests”), 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. Each Borrower represents and warrants that no Interests are certificated as of the Fourth Amendment Date. At such time that any Interests become certificated, the certificate or certificates for the Interests shall be promptly (and in any event within five (5) Business Days) delivered to Bank, accompanied by an instrument of assignment in form satisfactory to Bank duly executed in blank by Borrower, and Borrower shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests, and any transfer agent, to reflect the pledge of the Shares. Upon the occurrence of an Event of Default, Bank may effect the transfer of the Interests into the name of Bank and cause the Interests 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 Interests. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to pledge its Membership Interests to, and otherwise gxxxx x xxxx and security interest in, its Membership Interests (and all rights with respect thereto and all proceeds thereof) and/or all of its right, title and/or interest under this Agreement and the Delaware Act in favor of the Company’s or the Company’s subsidiaries’ lenders (or an agent on behalf of such lenders) without exercise any further consents, approvals and/or actions required by such lenders (or agent), the Company’s members, the Company, and/or any other Person under this Agreement or otherwise. So long as any such pledge of, or security interest in, the Membership Interests is in effect, no consent of the Company and/or any Member and/or any managing member, manager or board of managers shall be required to permit a pledgee thereof or any purchaser (including a purchaser by foreclosure) of the Membership Interests from such pledgee to be admitted as a substitute member for such under this Agreement upon the exercise of such pledgee’s rights with respect to such Membership Interests, and such substituted member shall have all rights and powers as the pledging Member under this Agreement, including, without limitation, all voting, governance and consensual rights under this Agreement (or under applicable law). The pledgee shall also have, anything contained in this Agreement to the contrary notwithstanding, the right to exercise such other rights and remedies as are set forth in the applicable pledge agreement (including without limitation the right, during the existence of an event of default, to vote the pledged Member’s interests Interests and to otherwise participate give consents, waivers and ratifications in the management respect thereof, provided that no vote shall be cast or governance consent, waiver or ratification given or action taken which would be inconsistent with any of the business and affairs of the Company and to exercise the rights and powers of a member) or applicable law. To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other provision terms of this Agreement or in which would constitute or create any agreement contemplated herein or applicable provisions violation of law or equity or otherwiseany of such terms. All such rights to vote and give consents, the parties hereto hereby agree that waivers and ratifications shall terminate upon the exercise occurrence and continuance of an Event of Default. No Interests are held in a brokerage or similar securities account. 2.4. Section 5.15 (Excluded PCs). Section 5.15 of the pledgee of its rights under this Section 4.09, neither the pledgee nor any manager or officer of the Company appointed by the pledgee shall owe any fiduciary duty Agreement is amended to any Member or the Company; provided, however, that the foregoing shall not eliminate the duty to comply with the implied contractual covenant of good faith and fair dealing. Without limiting the generality of the foregoing, no transfer of the pledged interest pursuant to a foreclosure pursuant to the applicable pledge agreement shall be limited by any of the terms or conditions imposed by any or any other transfer restrictions herein. So long read as any pledge of any Membership Interests is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and/or designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee.follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Everside Health Group, Inc.)

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Pledge of Interests. Notwithstanding any Each Borrower hereby pledges, assigns and grants to Bank a security interest in all membership and other provisions Equity Interests which are part of the Collateral, including without limitation such Borrower’s membership or other equity interests in this Agreementits Subsidiaries (collectively, the Majority Member “Interests”), 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 prior to the Closing Date, the certificate or certificates for the Interests will be delivered to Bank, accompanied by an instrument of assignment duly executed in blank by such Borrower, and such Borrower shall reflect the pledge of such certificates in the applicable books and records of the entities whose ownership interests are part of the Interests. Upon the occurrence of an Event of Default, Bank may effect the transfer of the Interests into the name of Bank and cause the Interests 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 Interests. Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to pledge its Membership Interests to, and otherwise gxxxx x xxxx and security interest in, its Membership Interests (and all rights with respect thereto and all proceeds thereof) and/or all of its right, title and/or interest under this Agreement and the Delaware Act in favor of the Company’s or the Company’s subsidiaries’ lenders (or an agent on behalf of such lenders) without exercise any further consents, approvals and/or actions required by such lenders (or agent), the Company’s members, the Company, and/or any other Person under this Agreement or otherwise. So long as any such pledge of, or security interest in, the Membership Interests is in effect, no consent of the Company and/or any Member and/or any managing member, manager or board of managers shall be required to permit a pledgee thereof or any purchaser (including a purchaser by foreclosure) of the Membership Interests from such pledgee to be admitted as a substitute member for such under this Agreement upon the exercise of such pledgee’s rights with respect to such Membership Interests, and such substituted member shall have all rights and powers as the pledging Member under this Agreement, including, without limitation, all voting, governance and consensual rights under this Agreement (or under applicable law). The pledgee shall also have, anything contained in this Agreement to the contrary notwithstanding, the right to exercise such other rights and remedies as are set forth in the applicable pledge agreement (including without limitation the right, during the existence of an event of default, to vote the pledged Member’s interests Interests and to otherwise participate give consents, waivers and ratifications in the management respect thereof, provided that no vote shall be cast or governance consent, waiver or ratification given or action taken which would be inconsistent with any of the business and affairs of the Company and to exercise the rights and powers of a member) or applicable law. To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other provision terms of this Agreement or in which would constitute or create any agreement contemplated herein or applicable provisions violation of law or equity or otherwiseany of such terms. All such rights to vote and give consents, the parties hereto hereby agree that waivers and ratifications shall terminate upon the exercise occurrence and continuance of the pledgee an Event of its rights under this Section 4.09, neither the pledgee nor any manager Default. The Interests are not held in a brokerage or officer of the Company appointed by the pledgee shall owe any fiduciary duty to any Member or the Company; provided, however, that the foregoing shall not eliminate the duty to comply with the implied contractual covenant of good faith and fair dealing. Without limiting the generality of the foregoing, no transfer of the pledged interest pursuant to a foreclosure pursuant to the applicable pledge agreement shall be limited by any of the terms or conditions imposed by any or any other transfer restrictions herein. So long as any pledge of any Membership Interests is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and/or designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgeesimilar securities account.

Appears in 1 contract

Samples: Loan and Security Agreement (Everside Health Group, Inc.)

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