Pledge of Subsidiary Stock Sample Clauses

Pledge of Subsidiary Stock. (a) The obligations of the Company under the Notes, including without limitation the principal amount of, and accrued interest on, all Advances, shall be ratably secured by the pledge and collateral assignment of, and the grant of a security interest in, all the issued and outstanding shares (the "Pledged Shares") of capital stock of Lasertechnics Marking Corporation, a wholly-owned subsidiary of the Company (the "Stock Pledge"). The Stock Pledge shall be on such terms as are reasonable and customary for transactions such as the transactions contemplated hereby. Prior to the occurrence of an event of default under the Notes, the Purchasers shall not have any rights with respect to the voting or disposition of any shares of such subsidiary capital stock so pledged.
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Pledge of Subsidiary Stock. Notwithstanding any provision contained in this Agreement to the contrary, the Company will not and will not permit any Subsidiary to xxxxx x Xxxx on the stock of any Subsidiary, except that the Company may pledge the stock of any Subsidiary, provided that, contemporaneous with any such pledge, the Company shall cause all obligations owing to the holders of Notes (including any Shelf Note) to be equally and ratably secured and shall execute and deliver to each holder of Notes a duly executed Pledge Agreement in the form attached hereto as Exhibit E.
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Pledge of Subsidiary Stock. The Company shall on the earlier of January 3, 2000, if the stock of WGRS has not been sold by December 31, 1999, and the date that is ten (10) days after the day on which the agreement for the sale of stock in WGRS is terminated, pledge under the Company Pledge Agreement all of the issued and outstanding capital stock in WGRS and cause WGRS to execute and deliver a Guaranty to the holder of each Note. The Remaining Holders and the Company agree that all stock and other securities pledged pursuant to the Pledge Agreements, including the stock of WGRS if pledged pursuant to the preceding sentence, will remain subject to the Pledge Agreements until (i) in the case of all such stock and other securities, the Company achieves the Minimum Rating and NationsBank, as agent for the lenders under the NationsBank Agreement, the lender under the Bridge Facility and the holders of the notes under the Master Shelf Agreement have released their security interests in all of such pledged stock and other securities and, provided that no Default or Event of Default exists or would result therefrom, or, in the case only of the stock of WGRS, until (ii) the Company shall deliver to each holder of the Notes a certificate of an Authorized Officer certifying that the Company has sold, at Fair Market Value for cash, all of the stock in WGRS to a Person that is not an Affiliate or a Subsidiary and that no Default or Event of Default exists immediately prior to or after giving effect to such sale. If, however, after any release described in the preceding sentence the Company is downgraded below the Minimum Rating, the Company shall immediately pledge, and cause its Subsidiaries to pledge, all stock or other equity interests in all Guarantors to the holders of the Notes under one or more Pledge Agreements.
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Pledge of Subsidiary Stock. Notwithstanding anything to the contrary in Section 7.11(a) or elsewhere in any Loan Document, the Company shall not be required to, and shall not be required to cause its Subsidiaries to, pledge any of the Capital Stock of any Subsidiary to the Collateral Agent for the benefit of the Secured Creditors.
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Pledge of Subsidiary Stock. The last sentence of paragraph 5N of the Agreement is amended and restated in its entirety to read as follows: "If, however, after any release described in the preceding sentence the Company is downgraded below the Minimum Rating, the Company shall immediately pledge, and cause its Subsidiaries to pledge, all stock or other equity interests in all Guarantors, and 65 % (or if the Company shall pledge any higher percentage of the issued and outstanding capital stock of WGR Canada to any other Person, then such higher percentage) of the issued and outstanding capital stock of WGR Canada, to the holders of the Notes under one or more Pledge Agreements."
Sample 1
Pledge of Subsidiary Stock. The Company granted a security interest in the stock of all of its Subsidiaries who are Guarantors and Western Power Services, Inc. to PICA, as collateral agent for the holders of the Notes. As of the Effective Date, the Company and the holders of the Notes and Prudential amended the Company Pledge Agreement to reflect that Prudential is the successor collateral agent for the holder of the Notes. The holders and the Company agree that all stock and other securities pledged pursuant to the Pledge Agreements will remain subject to the Pledge Agreements until (i) in the case of all such stock and other securities, the Company achieves the Minimum Rating and NCNB, as agent for the lenders under the NCNB Agreement, have released their security interests in all of such pledged stock and other securities and, provided that no Default or Event of Default exists or would result therefrom. If, however, after any release described in the preceding sentence the Company is downgraded below the Minimum Rating, the Company shall immediately pledge, and cause its Subsidiaries to pledge, all stock or other equity interests in all Guarantors and Western Power Services, Inc., to the holders of the Notes under one or more Pledge Agreements.
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Pledge of Subsidiary Stock. So long as the Covenant Adjustment Date has not occurred, take all actions as are necessary or that are reasonably requested by the Administrative Agent to establish and maintain in favor of the Administrative Agent, for the benefit of the Banks, a valid, perfected, first-priority security interest in the stock of each of Xxxxxx Electric Corporation, Hub City, Inc., Marathon Electric Manufacturing Corporation and each other Guarantor (if any). 1.10
Sample 1
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Pledge of Subsidiary Stock. The Company shall enter into a pledge agreement (the “SGI Pledge Agreement”) with Xxxx as promptly as reasonably practicable after the Closing in order to provide Xxxx with a security interest in all of the shares of the capital stock (the “SGI Shares”) of Sinosmart Group, Inc. (“SGI”), a wholly-owned subsidiary of the Company. The Company will use commercially reasonable efforts to the extent legally practicable to effect such security interest in the SGI shares. The SGI Pledge Agreement and any ancillary documents shall be in form and substance reasonably satisfactory to the Company.
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Related to Pledge of Subsidiary Stock

  • Disposal of Subsidiary Stock Company shall not:

  • Disposal of Subsidiary Interests Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.10 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

  • Pledge of Shares Borrower hereby pledges, assigns and grants to Bank, a security interest in all the Shares, 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 the Closing Date, or, to the extent not certificated as of the Closing Date, within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Bank, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new (as applicable) certificates representing such securities to be issued in the name of Bank or its transferee. Borrower 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 Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

  • PLEDGE OF ASSETS Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower's assets now owned or hereafter acquired, except any of the foregoing in favor of Bank or which is existing as of, and disclosed to Bank in writing prior to, the date hereof.

  • Limitation on Sales of Assets and Subsidiary Stock (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Pledge of Collateral Borrower hereby pledges, assigns and grants to Collateral Agent, for the ratable benefit of the Lenders, a security interest in all the Shares, 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 the Effective Date, or, to the extent not certificated as of the Effective Date, within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Collateral Agent, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Collateral Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Collateral Agent and cause new (as applicable) certificates representing such securities to be issued in the name of Collateral Agent or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Collateral Agent may reasonably request to perfect or continue the perfection of Collateral Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

  • Disposal of Assets or Subsidiary Stock Borrower will not and will -------------------------------------- not permit any of its Restricted Subsidiaries directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (i) bona fide sales of inventory to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business; (ii) fair market value sales of Cash Equivalents; (iii) dispositions among Borrower, LA Unwired and Unwired Telecom or by Texas Unwired to Borrower, LA Unwired or Unwired Telecom; (iv) dispositions by LA Unwired of Licenses not covering the Service Areas; and (v) all other Asset Dispositions if all of the following conditions are met: (a) the aggregate market value of assets sold in any one transaction or series of related transactions does not exceed $250,000; (b) the aggregate market value of assets (including such assets but excluding any assets sold pursuant to clauses (i) through (v) above inclusive) sold or otherwise disposed of in the immediately preceding 12-month period does not exceed $1,000,000 in the aggregate for Borrower and its Restricted Subsidiaries; (c) the consideration received is at least equal to the fair market value of such assets; (d) the sole consideration received is cash; (e) after giving effect to the sale or other disposition of such assets, Borrower, on a consolidated basis with the Restricted Subsidiaries as set forth in Section 4, but excluding the Unrestricted Subsidiary, is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended month for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (f) no Default or Event of Default then exists or shall result from such sale or other disposition.

  • Pledge of Stock Pledgor hereby pledges and grants to Secured Party a security interest in the Stock, which shall attach immediately upon each issuance of Stock to all shares of Stock issued to Pledgor in accordance with the terms of the Purchase Agreement. Immediately upon receipt of any shares of Stock, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Stock in order that Secured Party might perfect its security interest therein. The Pledgor and the Secured Party hereby acknowledge and agree that the value of the Stock ("Agreed Value") shall be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of Stock over the five (5) most recent business days falling prior to the date of delivery by the Secured Party to the Pledgor of the notice of an event requiring an Offset, as such term is defined in the Purchase Agreement. Pledgor shall possess all voting rights pertaining to the Stock, so long as an Event of Offset, as hereinafter defined, has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 10.14 of the Purchase Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. In addition, so long as an Event of Offset has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by failure to timely dispute it as required by Section 10.14 of the Purchase Agreement, by agreement or by arbitration decided in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 of the Purchase Agreement which arbitration is still pending or in process (a "Continuing Event of Offset"), then Secured Party shall have the right to designate a representative or trustee to vote those shares of Stock covered by or subject to the Resolved Event of Offset or Continuing Event of Offset (the "Offset Shares"), to receive all dividends and liquidation proceeds with respect to the Offset Shares, and to receive all other rights with respect to the Offset Shares.

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