We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Pledge of Securities Clause in Contracts

Pledge of Securities. Each Pledgor hereby pledges, assigns, grants a security interest in, and delivers to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, all the right, title and interest of such Pledgor in and to all of the Equity Interests of the Issuers of every class, including without limitation the Equity Interests listed on Annex A hereto, whether now owned or hereafter acquired or arising, and with respect to any Issuer which is a limited liability company or partnership, (a) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a member or partner, as the case may be, in any Issuer or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer to such Pledgor, (b) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (c) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such Issuers, (d) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a member of any Issuer, and (e) all proceeds, income from, increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, subject to the terms and conditions hereinafter set forth. The certificates for such Equity Interests of every class of the capital stock of the Issuers, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent, and each Pledgor shall have taken all actions as required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in any material adverse tax consequence or duty, in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Harris Interactive Inc), Credit Agreement (Harris Interactive Inc), Credit Agreement (Harris Interactive Inc)

Pledge of Securities. Each As security for the full, prompt, complete and final payment and performance when due (whether by stated maturity, by acceleration or otherwise) of all the Secured Obligations, together with, without limitation, the prompt payment of all expenses, including, without limitation, Lender Expenses (all such indebtedness being the “Liabilities”), each Pledgor hereby pledgespledges to Pledgee, assignsand grants to Pledgee, grants a first priority security interest in, and delivers to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, all the right, title and interest of such Pledgor in and to all of the Equity Interests following (collectively, the “Pledged Collateral”): (a) all Pledged Shares and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Issuers of every class, including without limitation the Equity Interests listed on Annex A hereto, whether now owned or hereafter acquired or arising, and Pledged Shares; (b) with respect to any Issuer which is a limited liability company membership units or partnershippartnership interests constituting Pledged Shares, (ai) all payments or distributions, distributions whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a member or partner, as the case may be, in any Issuer of the Issuers or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer Issuers to such Pledgor (other than tax distributions allocable to the Pledgor), (bii) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (ciii) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such the Issuers, (div) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a the sole member of any Issuer, and (ev) all proceedsproceeds (other than tax distributions allocable to Pledgor), income from, increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit Pledgee; (c) all additional Shares of the Secured Parties Issuers or other Person from time to time acquired by such Pledgor in any manner (which additional Shares shall be deemed to be part of the Pledged Shares whether or not Exhibit A has been updated in accordance with the terms hereof), and any certificates, if applicable, representing such additional Shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares; provided, however, that notwithstanding the Administrative Agentforegoing clauses (a) through (c), subject in no event and at no time shall the Pledged Collateral include or be comprised of the Shares of a Foreign Subsidiary in the event the pledge of such Shares would give rise to a material adverse tax consequence to the terms Pledgor (as determined by the Lender) and conditions hereinafter set forth. The certificates for such Equity Interests of every class of the capital stock of the Issuers, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent, and each Pledgor shall have taken all actions as required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of (as defined in Section 951 957 of the Internal Revenue Code would result in any material adverse tax consequence or dutyof 1986, as amended), in which case, the applicable Pledgor will shall pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 6665% of the voting Equity Interests stock and 100% of the non-voting Equity Interests stock of all classes of Shares of such controlled foreign corporation, and, in each such Foreign Subsidiarycase, the corresponding proportion of dividends, distributions, interest and other payments and rights with respect thereto.

Appears in 2 contracts

Samples: Loan and Security Agreement (Daegis Inc.), Loan and Security Agreement (Unify Corp)

Pledge of Securities. Each Pledgor hereby pledges, assigns, grants a security interest in, and delivers to the Administrative Agent, for the benefit of the Secured Parties Lenders and the Administrative Agent, all the right, title and interest of such Pledgor in and to all of the Equity Interests shares of the Issuers capital stock, partnership interests, limited liability company membership units or other units of equity ownership of every class, including without limitation the Equity Interests class of those of its Subsidiaries listed on Annex A hereto, whether now owned or hereafter acquired or arising, and as more fully described on Annex A, including without limitation, with respect to any Issuer Subsidiary which is a limited liability company or partnership, (a) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a member or partner, as the case may be, in any Issuer its Subsidiaries or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer Subsidiaries to such Pledgor, (b) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (c) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such Issuersthe Subsidiaries, (d) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a member of any IssuerSubsidiary of such Pledgor, and (e) all proceeds, income from, increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties Lenders and the Administrative Agent, subject to the terms and conditions hereinafter set forth. The certificates for such Equity Interests shares, membership units, partnership interests or other units of equity ownership of every class of the capital stock or other Equity Interest of the Issuersits Subsidiaries, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent, and each Pledgor shall have taken all actions as required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will Notwithstanding the foregoing, (a) no domestic Pledgor shall be required to pledge to the Administrative Agent, for the benefit (i) more than sixty-six percent (66%) of the Secured Parties shares of capital stock, partnership interests, limited liability company membership units or other units of equity ownership of every class of any of its first tier Foreign Subsidiaries, and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge (ii) any of the Equity Interest shares of capital stock, partnership interests, limited liability company membership units or units of equity ownership of every class of any Foreign Subsidiary that qualifies as is not a controlled foreign corporation within the meaning of Section 951 first tier Foreign Subsidiary; and (b) no Foreign Subsidiary shall be required to pledge any of the Code would result in shares of capital stock, partnership interests, limited liability company membership units or other units of equity ownership of every class of any material adverse tax consequence of its direct or duty, in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such indirect Foreign SubsidiarySubsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Harris Interactive Inc), Master Securities Pledge Agreement (Harris Interactive Inc)

Pledge of Securities. Each Pledgor Pledge (a) As security for the payment and performance in full of the Obligations, each Grantor hereby pledgespledges and assigns (or, with respect to Intellectual Property and General Intangibles, collaterally assigns) to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all such Grantor’s right, title and delivers interest in, to and under: (i)(A) the Equity Interests of each direct, wholly-owned Material Subsidiary that is a Restricted Subsidiary now or at any time hereafter owned by or on behalf of such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (B) all certificates and other instruments representing all such Equity Interests ((A) and (B) collectively, the “Pledged Equity Interests”); provided that this Agreement shall not constitute a grant of security interest in, and the Pledged Equity Interests shall not include, (x) more than 65% of the issued and outstanding voting Equity Interests of any CFC or any Foreign Subsidiary Holding Company or (y) any Equity Interests in which the grant of a security interest therein is prohibited by any law, rule or regulation applicable to such Equity Interests or the applicable Grantor or would constitute a breach or default under or results in the termination of, or require any consent (other than the consent of the Borrower or any Subsidiary) not obtained under, any lease, license or agreement (in each case, after giving effect to the Anti- Assignment Provisions) (the Equity Interests so excluded pursuant to this proviso being collectively referred to herein as the “Excluded Equity Interests”); provided that, for purposes of the immediately preceding clause (y), the Equity Interests so excluded shall cease to constitute Excluded Equity Interests and shall be immediately pledged pursuant to this Section 3.01 at such time as the condition causing such prohibition shall no longer exist and, to the extent severable, shall attach immediately to any portion of such Equity Interests that does not result in such prohibition; (ii)(A) the debt securities required to be delivered pursuant to Section 3.02(c) now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (B) all promissory notes and other instruments evidencing such debt securities ((A) and (B) collectively, the “Pledged Debt Securities”); (iii) subject to Section 3.05, all payments of principal, and all interest, dividends or other distributions, whether paid or payable in cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity Interests and Pledged Debt Securities; (iv) subject to Section 3.05, all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (i), (ii) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (iv) above being collectively referred to as the “Pledged Collateral”). (b) Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is an Excluded Asset, the security interest granted under this Section 3.01 shall not attach to, and none of the Pledged Equity Interests, Pledged Debt Securities or other Pledged Collateral shall include, such asset; provided, however, that the security interest granted under this Section 3.01 shall immediately attach to, and the Pledged Equity Interests or the Pledged Debt Securities, as applicable, and the Pledged Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset. Delivery of the Pledged Securities (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Equity Interests (x) on the date hereof (or on such later date as the Administrative Agent may, in its sole discretion, agree to in writing), in the case of any such Pledged Equity Interests owned by such Grantor on the date hereof, and (y) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement, or on such later date as the Administrative Agent may, in its sole discretion, agree to in writing), in the case of any such Pledged Equity Interests acquired by such Grantor after the date hereof. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and required to be pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will cause (A) all Indebtedness for borrowed money owed to such Grantor by the Borrower or any Restricted Subsidiary and (B) all Indebtedness for borrowed money in a principal amount of $10,000,000 or more owed to such Grantor by any other Person, in each case to be evidenced by a duly executed promissory note (x) on the date hereof (or on such later date as the Administrative Agent may, in its sole discretion, agree in writing), in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof (or on such later date as the Administrative Agent may, in its sole discretion, agree to in writing) in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness owing by a Person other than the Borrower or any Restricted Subsidiary in a principal amount of less than $10,000,000), (A) on the date hereof (and, in any event, as required under the Credit Agreement, or on such later date as the Administrative Agent may, in its sole discretion, agree to in writing), in the case of any such Pledged Debt Securities owned by such Grantor on the date hereof (including pursuant to clause (i)) and (B) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement, or on such later date as the Administrative Agent may, in its sole discretion, agree to in writing) in the case of any such Pledged Debt Securities acquired after the date hereof. (d) Upon delivery to the Administrative Agent, any Pledged Securities shall be accompanied by undated stock powers or such other proper instruments of assignment duly executed by the applicable Grantor in blank or other undated instruments of transfer satisfactory to the Administrative Agent and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule providing the information required by Schedule II with respect to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the date hereof shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. Representations and Warranties . The Grantors jointly and severally represent and warrant to the Administrative Agent, for the benefit of the Secured Parties Parties, that: (a) Schedule II sets forth, as of the Effective Date, a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor and the Administrative Agent, all percentage of the right, title issued and interest outstanding units of such Pledgor in and to all each class of the Equity Interests of the Issuers of every class, including without limitation issuer thereof represented by the Pledged Equity Interests listed on Annex A hereto, whether now owned or hereafter acquired or arising, by such Grantor and with respect to any Issuer which is a limited liability company or partnership, (aii) all payments or distributions, whether in cash, property or otherwise, at the Pledged Debt Securities owned by such Grantor (other than any time owing or payable to such Pledgor on account of its interest as a member or partner, as the case may be, in any Issuer or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer to such Pledgor, (b) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (c) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such Issuers, (d) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a member of any Issuer, and (e) all proceeds, income from, increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, subject to the terms and conditions hereinafter set forth. The certificates for such Pledged Equity Interests of every class of the capital stock of the Issuers, or Pledged Debt Securities that are not yet required to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative AgentAgent under the terms of this Agreement or the Credit Agreement); (b) the Pledged Equity Interests and Pledged Debt Securities issued by the Borrower and any Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable (to the extent applicable) and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Equity Interests and Pledged Debt Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by the Security Documents, Permitted Encumbrances and other Liens permitted under Section 6.02 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by the Security Documents, Permitted Encumbrances, other Liens permitted under Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by the Security Documents, Permitted Encumbrances and other Liens permitted under Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except as disclosed on Schedule II and except for restrictions and limitations imposed or expressly permitted by the Loan Documents or securities laws generally or applicable laws in the jurisdiction of organization of the issuing Subsidiary, and except for limitations existing as of the Effective Date or as of the date on which the Equity Interests are acquired by the applicable Grantor (so long as such limitations are not incurred in anticipation of the acquisition of such Equity Interests by such Grantor) in the articles or certificate of incorporation, bylaws or other organizational documents of any Subsidiary, (i) the Pledged Collateral is freely transferable and assignable and (ii) none of the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each Pledgor shall have taken all actions as required of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) subject to applicable law local laws in the case of Equity Interests in any Foreign Subsidiary, by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to create and maintain the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid, valid and enforceable first priority perfected Lien upon and security interest in such Pledged Securities as security for the Securities Collateralpayment and performance of the Obligations and such Lien is and shall be prior to any other Lien on such Pledged Securities, other than Permitted Encumbrances and other Liens permitted under Section 6.02 of the Credit Agreement that have priority as a matter of law. Registration in Nominee Name; Denominations . The Pledgors Administrative Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, in the name of its nominee (as pledgee or as sub-agent) or in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Administrative Agent. Upon the occurrence of an Event of Default that is continuing, each Grantor will pledge promptly give to the Administrative AgentAgent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. Upon the occurrence of an Event of Default that is continuing, for the benefit of the Secured Parties and the Administrative Agent, all Agent shall have the issued and outstanding Equity Interests right to exchange the certificates representing Pledged Securities for certificates of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of smaller or larger denominations for any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in any material adverse tax consequence or duty, in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign Subsidiarypurpose consistent with this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Chemours Co)

Pledge of Securities. Each Pledgor Pledgor, jointly and severally, hereby pledges, assigns, grants a security interest inin and lien on, and delivers to the Administrative AgentAgent to be held as collateral security, for the benefit of the Secured Parties Lenders and the Administrative Agent, all of the right, title and interest of such Pledgor in and to all of the equity interests listed on Schedule 2 hereto (such equity interests, the “Scheduled Equity Interests Interests”), and of all of the Issuers shares of capital stock or other ownership interest in a corporation, any and all ownership interests in a partnership, limited liability company or other entity and any and all warrants, rights or options to purchase any of the foregoing (the “Equity Interests”) of, each of its future Subsidiaries, including, without limitation, (a) shares of every class, including without limitation the Equity Interests listed on Annex A hereto, whether now owned class of capital stock of any Subsidiary and all limited liability interests or hereafter acquired or arising, membership interests of any Subsidiary and with respect to any Issuer Subsidiary which is a limited liability company or partnership, (aA) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a member or partner, as the case may bemember, in any Issuer of the Subsidiaries or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer Subsidiaries to any such Pledgor, (bB) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (cb) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such Issuersthe Subsidiaries, (dc) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a member of any IssuerSubsidiary, and (ed) all proceeds, income from, from and increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties Lenders and the Administrative Agent, in each case subject to the terms and conditions hereinafter set forthforth (“Pledged Interests”). The certificates for such Equity Interests For purposes of every class of the capital stock of the Issuersthis agreement, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent, and each Pledgor shall have taken all actions as required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in any material adverse tax consequence or duty, in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign Subsidiary.

Appears in 1 contract

Samples: Securities Pledge Agreement (EPL Intermediate, Inc.)

Pledge of Securities. Each Pledgor hereby (a) ratifies and affirms the grant and pledge of security interests made pursuant to the Existing Pledge Agreement, and (b) to the extent not covered in (a), pledges, assigns, grants a security interest in, and delivers to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, all the right, title and interest of such Pledgor in and to all of the Equity Interests of the Issuers of every class, including without limitation the Equity Interests listed on Annex A hereto, whether now owned or hereafter acquired or arising, and with respect to any Issuer which is a limited liability company or partnership, (a) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a member or partner, as the case may be, in any Issuer or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer to such Pledgor, (b) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (c) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such Issuers, (d) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a member of any Issuer, and (e) all proceeds, income from, increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, subject to the terms and conditions hereinafter set forth. The certificates for such Equity Interests of every class of the capital stock of the Issuers, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent, and each Pledgor shall have taken all actions as required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in any material adverse tax consequence or duty, in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign Subsidiary.

Appears in 1 contract

Samples: Master Securities Pledge Agreement (Harris Interactive Inc)

Pledge of Securities. Each Pledgor hereby pledges, assigns, grants a security interest in, and delivers to the Administrative Agent, for the benefit of the Secured Parties Lenders and the Administrative Agent, all of the right, title and interest of such Pledgor in and to all of the Equity Interests shares of capital stock, limited liability company membership units or other units of equity ownership of every class of each of the Issuers of every classSubsidiaries, including without limitation the Equity Interests listed as more fully described on Annex A hereto, whether now owned or hereafter acquired or arisingincluding without limitation, and with respect to any Issuer Subsidiary which is a limited liability company or partnership, (a) all payments or distributions, whether in casheach case, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a member or partner, as the case may bemember, in any Issuer or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer to such PledgorSubsidiaries, (b) all of such Pledgor’s 's rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (c) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such Issuers, (d) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a member of any IssuerSubsidiary, and (ed) all proceeds, income from, from and increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Agent subject to the terms and conditions hereinafter set forthforth (the "Pledged Interests"). The certificates for such Equity Pledged Interests of every class of the capital stock of the IssuersSubsidiaries, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent, . Each Pledgor represents and each Pledgor shall have taken all actions as required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the benefit warrants that none of the Secured Parties limited liability company membership units owned by such Pledgor are evidenced by any certificate issued by any Subsidiary. Each Pledgor further represents and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge warrants that none of the Equity Interest of limited liability company membership units owned by the Pledgor issued by any Foreign Subsidiary that qualifies as is a controlled foreign corporation within the meaning of Section 951 security governed by Article 8 of the Uniform Commercial Code would result in any material adverse tax consequence or duty, of the jurisdiction in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign SubsidiarySubsidiary is organized.

Appears in 1 contract

Samples: Pledge Agreement (Blue Steel Capital Corp)

Pledge of Securities. Each Pledgor hereby pledges, assigns, assigns and grants a security interest in, mortgages, collaterally assigns and delivers to the Administrative Collateral Agent, for the benefit of the Secured Parties Holders and the Administrative Collateral Agent, all the right, title and interest of such Pledgor in and to all of the Equity Interests shares of the Issuers capital stock, partnership interests, limited liability company membership units or other units of equity ownership of every classclass of each of its Subsidiaries, including without limitation the Equity Interests listed on Annex A hereto, wherever located and whether now owned or hereafter acquired or arising, and as more fully described on Annex A hereto, including without limitation, with respect to any Issuer Subsidiary which is a limited liability company or a partnership, (a) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a member or as a partner, as the case may be, in any Issuer of its Subsidiaries or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer Subsidiaries to such Pledgor, (b) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (c) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such Issuers, (d) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a the sole member of any IssuerSubsidiary of such Pledgor, and (ed) all proceeds, income from, increases in and products of any of the foregoing to be held by the Administrative Collateral Agent, for the benefit of the Secured Parties Holders and the Administrative Collateral Agent, subject to the terms and conditions hereinafter set forth. The certificates for such Equity Interests shares, membership units, partnership interests or other units of equity ownership of every class of the capital stock or other equity interest of the Issuersits Subsidiaries, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such each Pledgor, have been delivered to the Administrative Collateral Agent, . Each Pledgor further represents and each Pledgor shall have taken all actions as required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the benefit warrants that none of the Secured Parties and limited liability company membership units or the Administrative Agent, all the partnership interests of any Pledgor issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge by any Subsidiary is a security governed by Article 8 of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 Uniform Commercial Code of the Code would result in any material adverse tax consequence or duty, jurisdiction in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign SubsidiarySubsidiary is organized.

Appears in 1 contract

Samples: Securities Pledge Agreement (National Investment Managers Inc.)

Pledge of Securities. (a) Each Pledgor hereby ratifies and affirms the grant of security interests made pursuant to the Security Agreement, and (b) in addition, each Pledgor hereby pledges, assigns, grants a security interest in, and delivers to the Administrative AgentSecured Party, for the benefit of the Secured Parties and the Administrative Agent, all the right, title and interest of such Pledgor in and to all of the Equity Interests shares of the Issuers stock, limited liability company interests, membership units or other units of equity ownership of every classclass of each Subsidiary now owned or hereafter acquired by such Pledgor, including without limitation the Equity Interests listed as more fully described on Annex A hereto, whether now owned or hereafter acquired or arisinghereto, and with respect to any Issuer which is a limited liability company or partnershipincluding without limitation, (ai) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a shareholder, stockholder or member or partner, as the case may be, in any Issuer or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer to such PledgorSubsidiary, (bii) all of such Pledgor’s rights and interests interest under the operating agreement or other organizational documents of each of the partnership agreements or operating agreements, as applicableSubsidiary, including all voting and management rights and all rights to grant or withhold consents or approvals, ; (ciii) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such IssuersSubsidiary, (div) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as the sole member or shareholder of a partner or a member of any IssuerSubsidiary, and (ev) all proceeds, income from, increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, subject to the terms and conditions hereinafter set forthforegoing. The certificates for such Equity Interests membership units, shares of stock or other units of equity ownership of every class of the capital stock of the Issuersclass, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of off assignment thereof duly executed in blank by such the applicable Pledgor, have been delivered to the Administrative Agent, and each Pledgor shall have taken all actions as required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in any material adverse tax consequence or duty, in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign SubsidiaryParty.

Appears in 1 contract

Samples: Pledge Agreement (Gse Systems Inc)

Pledge of Securities. Each Pledgor hereby pledgesAs security for each and every obligation of the Borrower hereunder, assignsthe Borrower herewith deposits and pledges and with the Holder, in form transferable for delivery, and grants to the Holder a security interest inin the [ ] shares of common stock, $.01 par value, of Kings Road Entertainment, Inc., owned by the Borrower, and delivers the certificates or other instruments or documents evidencing same and such additional property at any time and from time to time receivable by the Holder or otherwise distributed to the Administrative AgentHolder in respect of or in exchange for any or all such shares or interests (herein collectively called the "Pledged Securities"). The Borrower represents and warrants that the Pledged Securities are, and will be on deposit hereunder, duly and validly issued and duly and validly pledged to the Holder in accordance with law, and agrees to defend the Holder's right, title lien and security interest in and to the Pledged Securities against the claims and demands of all persons whomsoever. The Borrower also represents and warrants to the Holder that it has, and will have on deposit hereunder, good title to all of the Pledged Securities/ free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever except the pledge hereunder and that no consent or approval of any governmental or regulatory authority, or of any securities exchange which has not been obtained, was or is necessary to the validity of this pledge. So long as there shall exist no condition, event or act which constitutes, or with notice or lapse of time, or both, would constitute an Event of Default, the Borrower shall be entitled to exercise, as it shall deem necessary, the voting power with respect to the Pledged Securities, and for that purpose the Holder shall execute or cause to be executed from time to time, at the expense of the Borrower, such proxies or other instruments in favor of the Borrower or its nominee, in such form and for such purposes as shall be reasonably required by the Borrower to enable it to exercise such voting power with respect to the Pledged Securities. So long as there is any balance due to the Holder under this Note, (a) the Holder may cause all or any of the Pledged Securities to be transferred to or registered in its name or the name of its nominee or nominees, and/or (b) the Holder shalt be entitled, to receive and retain, as additional collateral hereunder, any and all dividends at any time and from time to time declared or paid upon any of the Pledged Securities. Except as otherwise provided for herein in the case of the occurrence of an Event of Default, the Pledged Securities and/or any additional collateral shall be held by the Holder as collateral securing the obligations of the Borrower under this Note and shall be held by the Holder far the benefit of the Secured Parties Borrower which shall remain the beneficial owner of the Pledged Securities and any such additional collateral. If an Event of Default shall occur and be continuing the Administrative AgentHolder, without obligation to resort to other security, shalt have the right at any time and from time to time to sell, resell, assign and deliver, in its discretion, all or any of the rightpledged Securities, title and interest in one or more parcels at the same or different times, the proceeds of such Pledgor in and which shall be credited toward the repayment of this Note. Upon repayment of this Note, the Borrower shalt be entitled to the prompt return of all of the Equity Interests of Pledged Securities to, or at the Issuers of every classdirection of, including without limitation the Equity Interests listed on Annex A hereto, whether now owned or hereafter acquired or arising, Borrower and with respect to any Issuer which is a limited liability company or partnership, (a) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a member or partner, as the case may be, in any Issuer or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer to such Pledgor, (b) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (c) all rights of access and inspection to and use of all books other property and records, including computer software and computer software programs, cash pledged hereunder which have not been used or applied toward the payment of each of such Issuers, (d) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a member of any Issuer, and (e) all proceeds, income from, increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, subject to the terms and conditions hereinafter set forth. The certificates for such Equity Interests of every class of the capital stock of the Issuers, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to the Administrative Agent, and each Pledgor shall have taken all actions as required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in any material adverse tax consequence or duty, in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign Subsidiarythis Note.

Appears in 1 contract

Samples: Demand Promissory Note and Pledge Agreement (Ras Securities Corp/)

Pledge of Securities. Each Pledgor hereby pledges, assigns, assigns and grants a security interest in, mortgages, collaterally assigns and delivers to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Bank all the right, title and interest of such Pledgor in and to all of the Equity Interests shares of the Issuers capital stock, partnership interests, limited liability company membership units or other units of equity ownership of every classclass of each of its Subsidiaries, including without limitation the Equity Interests listed wherever located and whether now owned or hereafter acquires or arising, as more fully described on Annex A hereto, whether now owned or hereafter acquired or arisingincluding without limitation, and with respect to any Issuer Subsidiary which is a limited liability company or a partnership, (a) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest as a member or as a partner, as the case may be, in any Issuer of its Subsidiaries or in the nature of a management, investment banking or other fee paid or payable by any of the Issuer Subsidiaries to such Pledgor, (b) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (c) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such Issuersthe Subsidiaries, (d) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or a the sole member of any IssuerSubsidiary of Pledgor, and (e) all proceeds, income from, increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Bank subject to the terms and conditions hereinafter set forth. The certificates for such Equity Interests shares, membership units, partnership interests or other units of equity ownership of every class of the capital stock or other equity interest of the Issuersits Subsidiaries, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by such Pledgor, have been delivered to Bank. Notwithstanding the Administrative Agentforegoing, and each Pledgor shall have taken all actions as not be required by applicable law to create and maintain a legal, valid, and enforceable first priority security interest in the Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the benefit more than sixty-five percent (65%) of the Secured Parties shares of capital stock, partnership interests, limited liability company membership units or other units of equity ownership of every class of any of its Foreign Subsidiaries. Pledgor further represents and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge warrants that none of the Equity Interest limited liability company membership units or the partnership interests of Pledgor issued by any Foreign Subsidiary that qualifies as is a controlled foreign corporation within the meaning of Section 951 security governed by Article 8 of the Uniform Commercial Code would result in any material adverse tax consequence or duty, of the jurisdiction in which case, the applicable Pledgor will pledge to the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign SubsidiarySubsidiary is organized.

Appears in 1 contract

Samples: Securities Pledge Agreement (Ultra Clean Holdings Inc)