Pledge on Shares Sample Clauses

Pledge on Shares. Notwithstanding anything to the contrary set forth in this Agreement, Parent and the Company agree and acknowledge that the Shares are subject to a security interest for the benefit of certain lenders of the Stockholder which, among other things restricts the Stockholder’s ability to create, grant or permit to exist (i) any security interest over, or (ii) any restriction on the ability to transfer or realize, all or any part of the Shares.
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Pledge on Shares. 5.9.1. Each Shareholder shall be entitled to pledge all or any part of his/its Shares at any time, provided that with respect to pledges on Shares which will be created following the completion of the IPO only, any Transfer of Shares subject to such Security Interests (including in the framework of enforcement proceeding relating to such pledge) shall be subject to all limitations on Transfer of Shares included in Section 5 (Limitations on Transferability of Shares).
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Pledge on Shares. 14.1 Each of the parties will be entitled to pledge its shares in the Company, fully or partly, to a bank in order to secure credit provided to that party by such bank.
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Pledge on Shares. Three.One.- Pledgor hereby pledges (without conveyance) in favor of the Pledgee 41,383,892 shares in the Company equivalent to 18.1% of the total capital stock of the Company /the "Shares"/, in compliance with the provisions set forth in Sections 1 and 5 five of Article 14 of the Pledge Without Conveyance Law, the Pledge Registration Regulations contained in the Supreme Decree No. 722 jointly enacted by the Ministry of Justice and the Ministry of Finance and published in the Official Gazette on October 23, 2010 /hereinafter referred to as the “Pledge Without Conveyance Regulation”/.- Such pledge on shares is created to ensure the full, timely and effective repayment of all Secured Obligations during the effective term of the obligations under the Shareholders’ Agreement. Such 41,383,892 Shares are evidenced in the stock certificate No. 32. Such pledge also encumbers all shares to be issued by the Company and to be subscribed for by Pledgor in the future, according to what is set forth in section 9. 1. below /the “Future Shares”/ and jointly with the Shares, the “Pledged Shares”/.- Three.Two.- Moreover, the pledge hereby levied shall further secure the reimbursement of all legal costs and collection expenses, whether judicial or extra-judicial, including reasonable attorneys’ fees, if any, which may be incurred as a result of any proceedings or demands brought for the collection or foreclosure of this pledge; and it shall also encumber any other obligations undertaken by Debtors by means of any instruments that they may execute or accept in the future, in substitution or lieu thereof, or in addition to those that have already been executed and delivered to the Pledgee or its successors or substitutes, in respect of any documents or instruments evidencing the Secured Obligations.-
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Pledge on Shares. Three.One.- In order to secure the Pledgor’s full, effective and timely performance of the Secured Obligations, the Pledgor duly represented as stated above, hereby agrees to pledge 189,242,819 shares in the Company equivalent to 81.9% of the total capital stock of the Company /the "Pledged Shares"/ in compliance with the provisions set forth in section 813 et seq. of the Commercial Code and the terms and conditions hereof. Such pledge on shares is created in favor of the Pledgee in order to secure the full, timely and effective repayment of all Secured Obligations during the effective term of the obligations under the Shareholders’ Agreement. The Pledged Shares are evidenced in the stock certificates listed below: stock certificate No. 4 evidencing 11,999 shares; stock certificate No. 12 evidencing 4,506,347 shares; stock certificate No. 14 evidencing 3,217,409 shares; stock certificate No.17 evidencing 7,949,152 shares; stock certificate No. 20 evidencing 20,972,466 shares; stock certificate No. 21 evidencing 18,974,114 shares; stock certificate No. 22 evidencing 2,970,327 shares; stock certificate No. 24 evidencing 39,932,672 shares; stock certificate No. 25 evidencing 3,457,371 shares; stock certificate No. 26 evidencing 32,065,960 shares; stock certificate No. 27 evidencing 9,067,811 shares; stock certificate No. 28 evidencing 3,627,124 shares; stock certificate No. 29 evidencing 5,610,442 shares; stock certificate No. 30 evidencing 1,556,190 shares; stock certificate No. 31 evidencing 704,327 shares; stock certificate No. 34 evidencing 1,846,11 shares; stock certificate No. 35 evidencing 7,863,134 shares; stock certificate No. 36 evidencing 12,802,928 shares and, stock certificate 37 evidencing 4,106,935 shares.- Three.Two.- Moreover, the pledge hereby levied shall further secure the reimbursement of all legal costs and collection expenses, whether judicial or extra-judicial, including reasonable attorneys’ fees, if any, which may be incurred as a result of any proceedings or demands brought for the collection or foreclosure of this pledge; and it shall also encumber any other obligations undertaken by Debtors by means of any instruments that they may execute or accept in the future, in substitution or lieu thereof, or in addition to those that have already been executed and delivered to the Pledgee or its successors or substitutes, in respect of any documents or instruments evidencing the Secured Obligations.-
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Pledge on Shares. Three.One.- Pledgor hereby pledges (without conveyance) in favor of the Pledgee 41,383,892 shares in the Company equivalent to 18.1% of the total capital stock of the Company /the “Shares”/, in compliance with the provisions set forth in Sections 1 and 5 five of Article 14 of the Pledge Without Conveyance Law, the Pledge Registration Regulations contained in the Supreme Decree No. 722 jointly enacted by the Ministry of Justice and the Ministry of Finance and published in
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Pledge on Shares. (vi) on [●] two thousand twenty-one the Pledgor, as purchaser, and the Pledgee, as seller, entered into a share purchase agreement (the “Agreement” and capitalized terms used in this deed not otherwise defined herein, have the meaning given thereto in the Agreement);
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Pledge on Shares. (x) on [●] two thousand twenty-one the Pledgor, as purchaser, and the Pledgee, as seller, entered into a share purchase agreement (the “Agreement”);
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Related to Pledge on Shares

  • Legend on Shares Each certificate for shares of Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Act, shall bear substantially the following legend (and any additional legend required under the Act or otherwise): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT, OR (II) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Act of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to the transfer restrictions contained in this Warrant. The exercise and transfer restriction provisions of this Warrant shall be binding upon all subsequent Holders of the Warrant.

  • Taxes on Shares Issued The issue of stock certificates on conversions of Notes shall be made without charge to the converting Noteholder for any documentary, stamp or similar issue or transfer tax in respect of the issue thereof. The Company shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issue and delivery of stock in any name other than that of the holder of any Note converted, and the Company shall not be required to issue or deliver any such stock certificate unless and until the Person or Persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Legend on Share Certificates Each certificate representing any Shares issued after the date hereof shall be endorsed by the Company with a legend reading substantially as follows: “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A AMENDED AND RESTATED VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Section 7.12, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 7.12 and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

  • Release of Pledged Shares from Pledge Upon the payment of all amounts due to the Pledgee under the Convertible Debentures by repayment in accordance with the terms of the Note, the parties hereto shall notify the Escrow Agent to such effect in writing. Upon receipt of such written notice for payment of the amounts due to the Pledgee under the Convertible Debentures, the Escrow Agent shall return to the Pledgor the Transfer Documents and the certificates representing the Pledged Shares, (collectively the "Pledged Materials"), whereupon any and all rights of Pledgee in the Pledged Materials shall be terminated. Notwithstanding anything to the contrary contained herein, upon full payment of all amounts due to the Pledgee under the Convertible Debentures, by repayment in accordance with the terms of the Note, this Agreement and Pledgee's security interest and rights in and to the Pledged Shares shall terminate.

  • Legend on Securities Each certificate representing Securities issued to any Stockholder shall bear the following legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT AMONG VESTAR/CALVARY HOLDINGS, INC. (THE "COMPANY"), SHERIDAN HEALTHCARE, INC., VESTAR/CALVARY INVESTORS, LLC., AND THE MANAGEMENT INVESTORS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT, INCLUDING RESTRICTIONS RELATING TO THE EXERCISE OF ANY VOTING RIGHTS GRANTED BY THE SECURITIES."

  • Restrictions on Stock i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

  • Exercise of Rights in Pledged Collateral (i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral.

  • Transfer of Pledged Securities All certificates or instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Administrative Agent or a Person designated by the Administrative Agent and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the Administrative Agent. Notwithstanding the preceding sentence, at the Administrative Agent’s discretion, all Pledged Securities must be delivered or transferred in such manner as to permit the Administrative Agent to be a “protected purchaser” to the extent of its security interest as provided in Section 8.303 of the UCC (if the Administrative Agent otherwise qualifies as a protected purchaser). During the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights of the relevant Grantor specified in Section 6.03. In addition, during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

  • As to Pledged Shares In the case of any Pledged Shares constituting Collateral, all of such Pledged Shares are duly authorized and validly issued, fully paid, and non-assessable, and constitute all of the issued and outstanding capital stock of each Securities Issuer thereof. The Grantors have no Subsidiaries other than the Securities Issuers and Timberlands II.

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