Common use of Pledge of the Pledged Stock; Power of Attorney Clause in Contracts

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders under the Loan Agreement, the Notes, the other Transaction Documents and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”), the Pledgor hereby pledges to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, a lien on and security interest having priority over any and all other security interests, in the following (collectively the “Pledged Collateral”): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical Technologies, Inc. (“APT”), and Axiom Pharmaceutical Corporation (“Axiom” and, together with APT, the “Subsidiaries”), which shares are more particularly described on Schedule A attached hereto (the “Pledged Stock”), (ii) all additional shares of common stock at any time issued to the Pledgor by APT or Axiom, (iii) the certificates evidencing all Pledged Collateral, (iv) subject to Section 1.6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, and (v) all proceeds of any and all Pledged Collateral (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver to the Agent original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor.

Appears in 3 contracts

Samples: Stock Pledge Agreement (Acura Pharmaceuticals, Inc), Stock Pledge Agreement (Acura Pharmaceuticals, Inc), Stock Pledge Agreement (Acura Pharmaceuticals, Inc)

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Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders under the Loan Agreement, the Notes, the other Transaction Documents and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”), the Pledgor hereby pledges to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, a lien on and security interest having priority over any and all other security interests, in the following (collectively the “Pledged Collateral”): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical Technologies, Inc. (“APT”), and Axiom Pharmaceutical Corporation (” or Axiom” and, together with APT, the “SubsidiariesSubsidiary”), which shares are more particularly described on Schedule A attached hereto (the “Pledged Stock”), (ii) all additional shares of common stock at any time issued to the Pledgor by APT or AxiomAPT, (iii) the certificates evidencing all Pledged Collateral, (iv) subject to Section 1.6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, and (v) all proceeds of any and all Pledged Collateral (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver to the Agent original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor.

Appears in 1 contract

Samples: Stock Pledge Agreement (Acura Pharmaceuticals, Inc)

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders under the Loan Agreement, the Notes, the other Transaction Documents and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”), the Pledgor hereby pledges to the Collateral Agent and grants to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit holders of the LendersNotes, a perfected lien on and security interest having priority over any and all other security interestsin, in the following (collectively collectively, the “Pledged Collateral”): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical TechnologiesVita Special Purpose Corp., Inc. a Delaware corporation and Wholly owned subsidiary of Pledgor (the APTPledged Company”), and Axiom Pharmaceutical Corporation (“Axiom” and, together with APT, the “Subsidiaries”), all of which shares are more particularly described listed on Schedule A attached 2 hereto (the “Pledged Stock”), (ii) all additional shares of common stock or other securities at any time issued by the Pledged Company to the Pledgor by APT or AxiomPledgor, (iii) the certificates evidencing all of the Pledged CollateralStock and such additional shares and securities, (iv) subject all general intangibles arising from or relating to Section 1.6 hereof, the Pledged Stock and such additional shares and securities; (v) all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, securities and (vvi) all proceeds of any and all Pledged Collateral of the foregoing (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver has delivered to the Collateral Agent original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor. The pledge and security interest described herein shall continue in effect to secure all Obligations from time to time incurred or arising unless and until all Obligations have been indefeasibly paid and satisfied in full.

Appears in 1 contract

Samples: Subsidiary Stock Pledge Agreement (Orthovita Inc)

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Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders Purchasers under the Loan Purchase Agreement, the NotesDebentures, the other Transaction Documents (as defined in the Subordination Agreement) and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the "Obligations"), the Pledgor hereby pledges to the Agent, for the ratable benefit of the LendersPurchasers, and grants to the Agent, for the ratable benefit of the LendersPurchasers, a lien on and security interest having priority over any and all other security interestsinterests (except as otherwise provided in the Subordination Agreement), in the following (collectively the "Pledged Collateral"): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical TechnologiesHouba, Inc. (“APT”"Houba"), and Axiom Pharmaceutical Corporation ("Axiom" and, together with APTHouba, the "Subsidiaries"), which shares are more particularly described on Schedule A attached hereto (the "Pledged Stock"), (ii) all additional shares of common stock at any time issued to the Pledgor by APT Houba or Axiom, (iii) the certificates evidencing all Pledged Collateral, (iv) subject to Section 1.6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, and (v) all proceeds of any and all Pledged Collateral (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver to the Agent original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor.

Appears in 1 contract

Samples: Stock Pledge Agreement (Halsey Drug Co Inc/New)

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