Pledge of Units. The Member hereby consents, both on behalf of itself and the Company, to the pledge by the Member of the Units to PNC Bank, National Association, as Collateral Agent (the “Collateral Agent”), and agrees that any such pledge may be foreclosed and sold at a foreclosure sale, or the pledged interest transferred to the Collateral Agent or its designee in lieu of foreclosure, and/or the rights of the Collateral Agent under such pledge exercised, and the Collateral Agent or its designee shall thereupon be entitled to all rights as a Member without the need for any consents, approvals or other action by the Company or the Member, and without the necessity of the Collateral Agent becoming a substitute member.
Pledge of Units. (a) Notwithstanding anything contained herein to the contrary, any Member shall have the ability to pledge any Unit(s) owned by such Member and such pledge shall not be a "Transfer" of such Unit(s) for purposes of this Agreement.
(b) Upon the Transfer of Units owned by Muzak Holdings pursuant to Section 7.2 of the Pledge and Security Agreement, dated as of the date hereof (the "Pledge Agreement"), between the Company, Muzak Holdings, certain subsidiaries of the Company, and Canadian Imperial Bank of Commerce (the "Administrative Agent"), as such Pledge Agreement may be amended and restated from time to time, and without need for any further action or notice under this Agreement, the transferee of such Units shall be admitted as a Member of the Company and shall acquire all right, title and interest in such Units, including all rights under this Agreement, and Muzak Holding shall be withdrawn as a Member hereunder and shall have no further right, title or interest in such Units or under this Agreement.
Pledge of Units. Notwithstanding anything contained herein to the contrary, to the extent any Limited Partner pledges any Units owned by such Limited Partner in a manner permitted by Section 11.1(a) hereof (including, without limitation, by receiving the written approval of the Board or the General Partner, to the extent applicable), then such permitted pledge of such Units shall not be considered a “Transfer” for purposes of Section 11.2 hereof; provided that, as a point of clarity, such Section 11.2 hereof shall be applicable in connection with any transfer or assignment of any such Units in connection with the exercise of any remedies by the applicable beneficiary of such permitted pledge of such Units.
Pledge of Units. If any lender providing financing to the Company and/or any of its Subsidiaries requires the Covered Units held by Recipient (or any of Recipient’s Affiliates) to be pledged as collateral in connection with such financing in favor of such lender, then Recipient (and Recipient’s affiliates) shall do all things necessary to pledge such Covered Units in accordance with the terms and conditions of such financing and such lender may exercise all of its rights and remedies under such financing with respect to such Covered Units. To the extent that Recipient (or any of Recipient’s affiliates) does not take any actions when requested by the Board pursuant to this Section 1.8, Recipient (and each of such affiliates) hereby constitutes and appoints the Board as Recipient’s (and such affiliate’s) true and lawful Attorney-in-Fact and authorizes the Attorney-in-Fact to execute on behalf of Recipient (and such affiliate) any and all documents and instruments which the Attorney-in- Fact deems necessary and appropriate in connection with such pledge of Covered Units. The foregoing power of attorney is irrevocable and is coupled with an interest.
Pledge of Units. Except as required pursuant to the terms of any Project Financing, no General Partner or Limited Partner will be permitted to Transfer any of its Units by way of an Encumbrance to any other Person or otherwise xxxxx x xxxx on any of its Units without the prior written consent of the General Partner (in the case of a transfer by a Limited Partner) or the Limited Partners (in the case of a transfer by the General Partner), which consent may be unreasonably or arbitrarily withheld; provided, however, that (i) any collateral assignment to any lender(s) or agent on behalf of such lender(s) of any indirect interest in the General Partner or direct or indirect interest in a Limited Partner (an “Upstream Pledge”), or any foreclosure of such collateral assignment by such lender(s) or such agent (an “Upstream Realization”) and subsequent disposition of such indirect interest in the General Partner or direct or indirect interest in a Limited Partner shall be permitted so long as (a) any subsequent disposition, sale, assignment, transfer, conveyance, gift, exchange or other disposition by such lender or agent of its indirect interest in the General Partner or direct or indirect interest in a Limited Partner is to a Qualified Transferee and (b) such subsequent disposition, sale, assignment, transfer, conveyance, gift, exchange or other disposition by such lender or agent of such indirect interest in the General Partner or direct or indirect interest in a Limited Partner complies with the transfer restrictions hereunder including Article 7 and (ii) any collateral assignment by any Limited Partner to its corporate lenders or agent on behalf of such lender(s) of a direct interest in the General Partner or in Units (a “Permitted Pledge”), or any foreclosure of such collateral assignment by such lender(s) or such agent (a “Permitted Realization”) and subsequent disposition of such interest in the General Partner or in Units shall be permitted so long as (a) any subsequent disposition, sale, assignment, transfer, conveyance, gift, exchange or other disposition by such lender or agent of its interest in a General Partner or of its Units is to a Qualified Transferee and (b) such subsequent disposition, sale, assignment, transfer, conveyance, gift, exchange or other disposition by such lender or agent of such interest in a General Partner or of Units complies with the transfer restrictions hereunder including Article 7. Notwithstanding anything to the contrary herein, the Gener...
Pledge of Units. Subject to Section 8.7, notwithstanding anything in this Agreement to the contrary, a Member or Holder will be entitled to pledge its Units as security for a loan or other financing, or enter into a collar, a straddle, a futures or forward contract, a call or put option or other hedging transaction with respect to its Units, provided, however, for a one year period beginning from the Closing Date, no Member or Holder may pledge or enter into any hedging transaction that could involve a transfer of Units. In the event such pledge or hedging transaction results in a transfer of Units to other than a Permitted Transferee, the Holder of such Units shall be deemed to have required those Units to be Exchanged, pursuant to Section 4.6, for Chardan Ordinary Shares or Chardan Series A Preferred Shares, as the case may be.
Pledge of Units. (a) Notwithstanding anything contained herein to the contrary, any Member shall have the ability to pledge any Unit(s) owned by such Member and such pledge shall not be a “Transfer” of such Unit(s) for purposes of this Agreement.
(b) Upon the Transfer of Units owned by a Member pursuant to a pledge of such Units to a lending institution in connection with the borrowing of funds by the Company, such Member, such Member’s parent company or any subsidiary of such Member’s parent company from such lending institution, without need for any further action or notice under this Agreement, the transferee of such Units shall be admitted as a Member of the Company and shall acquire all right, title and interest in such Units, including all rights under this Agreement, and such Member shall be withdrawn as a “Member” hereunder and shall have no further right, title or interest in such Units or under this Agreement.
Pledge of Units. (a) Notwithstanding anything contained herein to the contrary, any Member shall have the ability to pledge any Unit(s) owned by such Member and such pledge shall not be a "Transfer" of such Unit(s) for purposes of this Agreement.
(b) Upon the Transfer of Units owned by H&E Holdings pursuant to a pledge of such Units to a lending institution in connection with the borrowing of funds by the Company or H&E Holdings from such lending institution, without need for any further action or notice under this Agreement, the transferee of such Units shall be admitted as a Member of the Company and shall acquire all right, title and interest in such Units, including all rights under this Agreement, and H&E Holdings shall be withdrawn as a Member hereunder with respect to such Units and shall have no further right, title or interest in such Units or under this Agreement.
Pledge of Units. In addition to the security interest in the Collateral, DEVELOPER's obligations hereunder and under the Note and all other obligations of DEVELOPER to Company shall be secured by the security interest created pursuant to a unit pledge agreement between the Company and all of the members of DEVELOPER holding Voting Units, other than the Fund (the "Members"), substantially in the form attached hereto as Exhibit C (the "Unit Pledge Agreement").
Pledge of Units. 27 --------------- 18. BROKERAGE AND OTHER FEES..................................................... 27 ------------------------ 18.
1. Representations Regarding Brokers.................................... 27 --------------------------------- 18.
2. Brokers' Commission and Representation............................... 27 -------------------------------------- 18.3. Survival............................................................. 27 -------- 19. MISCELLANEOUS................................................................ 27 ------------- 19.1. Authorized Representative of Contributors............................ 27 ----------------------------------------- 19.2. Successors and Assigns............................................... 28 ---------------------- 19.
3. Waiver, Consent...................................................... 28 --------------- 19.
4. Governing Law........................................................ 28 ------------- 19.
