Common use of Pledged Capital Stock Clause in Contracts

Pledged Capital Stock. (i) 100% of the issued and outstanding Capital Stock owned by Pledgor in the entities set forth on Schedule 2(a) attached hereto and (ii) 65% of the issued and outstanding classes of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) (“Voting Equity”) and 100% of the issued and outstanding classes of Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) (“Non Voting Equity”) owned by the Pledgor of each foreign Subsidiary of the Pledgor set forth on Schedule 2(b), in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Sections 2(b) and 2(c) below, the “Pledged Capital Stock”), including, but not limited to, the following: (A) all shares, securities, partnership interests, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; provided, however, that such Pledgor shall not be required to deliver more than 65% of the Voting Equity of any Person that is a foreign Subsidiary of the Pledgor; and (B) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder or under any Subject Document, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, the Capital Stock (in the applicable percentage specified in Section 2(a) above) of the successor entity formed by or resulting from such consolidation or merger.

Appears in 1 contract

Samples: Pledge Agreement (U S Restaurant Properties Inc)

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Pledged Capital Stock. (i) 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by Pledgor in of the entities Persons set forth on Schedule 2(a) attached hereto and that are Domestic Subsidiaries and (ii) 65% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding classes of Capital Stock entitled to vote (within of the meaning of Treas. Reg. Section 1.956 2(c)(2)Persons set forth on Schedule 2(a) (“Voting Equity”attached hereto that are Foreign Subsidiaries, in each full amount owned by such Pledgor) and 100% of the issued and outstanding classes of Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) (“Non Voting Equity”) owned by the Pledgor of each foreign Subsidiary of the Pledgor Persons set forth on Schedule 2(b)2(a) attached hereto that are Foreign Subsidiaries, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Sections 2(b) and 2(c) below, the "Pledged Capital Stock"), including, but not limited to, the following: (A) all shares, securities, partnership interests, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; provided, however, that such Pledgor shall not be required to deliver more than 65% of the Voting Equity of any Person that is a foreign Foreign Subsidiary of the such Pledgor; and (B) without affecting the obligations of the Pledgor Pledgors under any provision prohibiting such action hereunder or under any Subject Documentthe Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, the Capital Stock (in the applicable percentage specified in Section 2(a) above) of the successor entity formed by or resulting from such consolidation or merger.

Appears in 1 contract

Samples: Pledge Agreement (American Medical Systems Holdings Inc)

Pledged Capital Stock. (i) 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor in the entities of each Material Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) 65% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding classes of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956 1.956-2(c)(2)) ("Voting Equity") and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding classes of Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. Section 1.956 956-2(c)(2)) (“Non "Non-Voting Equity") owned by the such Pledgor of each foreign first-tier Material Foreign Subsidiary of the Pledgor set forth on Schedule 2(b), in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto 2(a) attached hereto (collectively, together with the Capital Stock and other interests described in clauses (y) and (z) and in Sections 2(b) and 2(c) below, the "Pledged Capital Stock"), including, but not limited to, the following: (Ay) subject to the percentage restrictions described above and in Section 2(b) below, all shares, securities, partnership interests, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; provided, however, that such Pledgor shall not be required to deliver more than 65% of the Voting Equity of any Person that is a foreign Subsidiary of the Pledgor; and (Bz) subject to the percentage restrictions described above and in Section 2(b) below and without affecting the obligations of the Pledgor Pledgors under any provision prohibiting such action hereunder or under any Subject Documentthe Credit Agreement, in the event of any consolidation consolidation, merger or merger conversion involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, all shares of each class of the Capital Stock (in the applicable percentage specified in Section 2(a) above) of the successor entity formed by or resulting from such consolidation consolidation, merger or mergerconversion.

Appears in 1 contract

Samples: Pledge Agreement (Armor Holdings Inc)

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Pledged Capital Stock. (i) 100% of the issued and outstanding Capital Stock owned by Pledgor in the entities set forth on Schedule 2(a) attached hereto and (ii) 65% of the issued and outstanding classes of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) (“Voting Equity”) and 100% of the issued and outstanding classes of Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) (“Non Voting Equity”) owned by the Pledgor of each foreign Subsidiary of the Pledgor set forth on Schedule 2(b), in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Sections 2(b) and 2(c) below, the “Pledged Capital Stock”), including, but not limited to, the following: (A) all shares, securities, partnership interests, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; provided, however, that such Pledgor shall not be required to deliver more than 65% of the Voting Equity of any Person that is a foreign Subsidiary of the Pledgor; and (B) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder or under any Subject Documentthe Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, the Capital Stock (in the applicable percentage specified in Section 2(a) above) of the successor entity formed by or resulting from such consolidation or merger.

Appears in 1 contract

Samples: Credit Agreement (U S Restaurant Properties Inc)

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