Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Benefitfocus,Inc.), Guarantee and Collateral Agreement (Benefitfocus,Inc.), Guarantee and Collateral Agreement (ShoreTel Inc)
Pledged Collateral. (a) Each Grantor is the holder of record and the legal and beneficial owner, free and clear of all Liens other than the Security Interest granted to the Administrative Agent for the benefit of the Credit Parties hereunder and Permitted Encumbrances, of the Pledged Collateral indicated on Schedule 4 as being owned by such Grantor and any Pledged Collateral owned by such Grantor and acquired after the Closing Date.
(b) All of the Pledged Stock Collateral constituting Pledged Interests is duly authorized, validly issued, fully paid and nonassessable (provided that Pledged Interests which are ULC Shares will be assessable in accordance with the provisions of the Companies Act (Nova Scotia)) and such Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of each applicable Grantor identified on Schedule 4, any Pledged Collateral Addendum or any Supplement to this Agreement. All of the Pledged Collateral constituting Pledged Notes is duly authorized, validly issued and delivered by the issuer of such Pledged Note and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. Each Grantor has the right and requisite authority to pledge the Pledged Collateral pledged by such Grantor to the Administrative Agent as provided herein.
(c) All actions necessary to perfect or establish the first priority of the Administrative Agent’s Liens (subject to Permitted Encumbrances) in the Pledged Collateral, and the proceeds thereof, have been duly taken, (A) upon the execution and delivery of this Agreement; (B)(i) upon the taking of possession by the Administrative Agent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed in blank by the applicable Grantor and (ii) upon the taking of possession by the Administrative Agent of any promissory notes constituting the Pledged Notes, together with undated powers endorsed in blank by the applicable Grantor; and (C) upon the filing of Uniform Commercial Code financing statements in the applicable jurisdiction for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates. Each Grantor has delivered to and deposited with the Administrative Agent (or, with respect to any Pledged Collateral created or obtained after the Closing Date, will deliver and deposit in accordance with Section 4.12 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, all promissory notes representing the Pledged Notes owned by such Grantor, and undated powers endorsed in blank with respect to such certificates or promissory notes.
(d) None of the Pledged Collateral owned or held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject issued or transferred in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case violation of any such additional Pledged Collateral will besecurities registration, the legal record and beneficial owner thereofsecurities disclosure, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock similar laws of any jurisdiction to which such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect issuance or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementtransfer may be subject.
Appears in 3 contracts
Samples: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp), Security Agreement (Z Investment Holdings, LLC)
Pledged Collateral. (a) All of the Pledged Stock held by such Subject to Section 4.04 and Section 4.12(e), if any Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests shall receive or limited liability company membership interests become entitled to future assessments required under applicable law and receive any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will beafter the Closing Date, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral it shall deliver to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (di) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all a duly executed Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each Addendum identifying such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any extent such Pledged Collateral is represented by certificates or promissory notes, such certificates or promissory notes, together with undated powers endorsed in blank by such Grantor.
(b) Upon the occurrence and continuance of an Event of Default, each Grantor shall promptly deliver to the Administrative Agent a copy of each material written notice or other material written communication received by it in respect of any Pledged Collateral.
(c) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or agree to any restriction with respect to any Pledged Collateral which would materially adversely affect either the rights of the Administrative Agent or the other Credit Parties pursuant to the Loan Documents or the value of the Pledged Collateral, or that would result in a material violation of any provision of the Credit Agreement or any other Loan Document.
(d) Each Grantor agrees that it will assist the Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Administrative Agent’s Liens on the Pledged Collateral or any sale or transfer thereof.
(e) As to all limited liability company or partnership interests owned by a Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement which are not certificated (the “Uncertificated Interests”), each Grantor hereby represents, warrants and covenants that such Uncertificated Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or the any other parties thereto, and (iii) such Grantor has not knowingly waived or released agreements governing any of its material rights the Uncertificated Interests issued under any Pledged Operating Agreement or otherwise consented to a material departure from the terms and provisions of any Pledged Partnership Agreement, provide or shall provide that such Pledged Collateral AgreementInterests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 3 contracts
Samples: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp), Security Agreement (Z Investment Holdings, LLC)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is fully paid and non-assessable, subject not in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all or Grantors collectively own 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all which constitutes Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any and none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Star Group, L.P.), Pledge and Security Agreement (Star Group, L.P.), Pledge and Security Agreement (Star Group, L.P.)
Pledged Collateral. (a) Schedule 8 of the Perfection Certificate sets forth all of the Pledged Notes.
(b) Schedule 7 of the Perfection Certificate sets forth all Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of such Grantor. The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by each Grantor constitute, as of the date hereof, that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth in Schedule 7 of the Perfection Certificate. Schedule 7 of the Perfection Certificate identifies any such Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests that are represented by Certificated Securities.
(c) All of the Pledged Stock held by such Grantor has Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued, issued and is are fully paid and non-assessable, subject in nonassessable.
(d) As of the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreementdate hereof, (bi) no Person other than such Grantor is or, (or its agent or designee) or the Administrative Agent has “control” (as defined in Sections 8-106 and 9-106 of the case of UCC) over any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting and, (ii) there is no Pledged Collateral that is represented by Certificated Securities or Instruments issued by a Subsidiary that is not (or will not be substantially concurrently with the effectiveness of such Grantor, there this Agreement) in the possession of the Administrative Agent (or its agent or designee).
(e) There are no restrictions on transfer in the transferability LLC Agreement governing any Pledged LLC Interests or in the Partnership Agreement governing any Pledged Partnership Interests or in any stockholders’ agreement or other similar agreement governing the Pledged Collateral which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests, the Pledged Partnership Interests or the Pledged Stock, (ii) the perfection of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” lawssecurity interest, (diii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests, the Pledged Partnership Interests or the Pledged Stock pledged by such Grantor constitutes all of or (iv) the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any transfer of the Pledged Stock pledged LLC Interests, the Pledged Partnership Interests or the Pledged Stock, in each case as contemplated by such Grantor have been disclosed to this Agreement. Further, the Administrative Agentterms of any Pledged LLC Interests and Pledged Partnership Interests either (i) expressly provide, and any certificates representing such Pledged LLC Interests or Pledged Partnership Interests expressly provide, that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in any jurisdiction, including, without limitation, the “issuer’s jurisdiction” (as such term is defined in the UCC in effect in such jurisdiction) of each issuer thereof, or (ii) (A) are not traded on securities exchanges or in securities markets, (B) are not “investment company securities” (as defined in Section 8-103(b) of the UCC) and (C) do not provide, in the related LLC Agreement or Partnership Agreement, as applicable, certificates, if any, representing such Pledged LLC Interests or Pledged Partnership Interests, as applicable, or otherwise that they are securities governed by the Uniform Commercial Code of any jurisdiction.
(f) as to To the knowledge of the relevant Grantor, each such Pledged Collateral Agreement relating to of the Pledged Stock pledged by such Grantor, (i) to Notes constitutes the best knowledge legal and valid obligation of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto obligor with respect to the subject matter thereof and is in full force and effect thereto, enforceable in accordance with its terms, (ii) subject to the best knowledge effects of such Grantor party theretobankruptcy, there exists no material violation insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoaffecting creditors’ rights generally, and general equitable principles (iii) such Grantor has not knowingly waived whether considered in a proceeding in equity or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementat law).
Appears in 3 contracts
Samples: Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.), Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.), Revolving Credit Agreement (Palantir Technologies Inc.)
Pledged Collateral. (a) All Each Grantor that is a Pledgor hereby grants to the Collateral Agent, for the ratable benefit of the Pledged Stock held by such Grantor has been duly and validly issuedSecured First Lien Parties, and is fully paid and non-assessable, subject a security interest in all of the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued Pledgor now owned or at any time hereafter acquired by such Pledgor, wherever located and whether now or herafter existing or arising, and any Proceeds thereof, except as provided in Section 2.03. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Affiliate of the Company due to the fact that a Subsidiary security interest in such Affiliate’s Equity Interests has been granted hereunder as security for the payment or performance, as the case may be, of any Additional Secured First Lien Obligations (the “Rule 3-16 Additional Secured First Lien Obligations”), then, solely to the extent securing such GrantorRule 3-16 Additional Secured First Lien Obligations, there are no restrictions the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall be deemed not to secure, or to constitute “Collateral” with respect to, such Rule 3-16 Additional Secured First Lien Obligations, in any event solely to the extent necessary and only for so long as required to cause the Company and its Affiliates to not be subject to such requirement. In such event, this Agreement may be amended or modified by the Company and the Collateral Agent, without the consent of any Additional Secured First Lien Party, to the extent necessary to release the Lien granted hereunder in favor of the Collateral Agent on the transferability of such Pledged Rule 3-16 Excluded Collateral or such additional Pledged Collateral to the Administrative Agent or solely with respect to the foreclosureRule 3-16 Additional Secured First Lien Obligations. In the event that Rule 3-16 is amended, transfer modified or disposition thereof interpreted by the Administrative AgentSEC to permit (or is replaced with another rule or regulation, except as provided under applicable securities or “Blue Sky” lawsany other law, (drule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Pledged Stock pledged by such Grantor constitutes all Additional Secured First Lien Obligations in excess of the issued and outstanding shares amount then pledged without the filing with the SEC (or any other Governmental Authority) of Capital Stock separate financial statements for such Affiliate of each Issuer owned by the Company, then the Equity Interest of such Grantor (except Affiliate will automatically be deemed to be a part of the Collateral for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate the relevant Additional Secured First Lien Obligations to the voting or giving of written consents with respect to any of the Pledged Stock pledged extent otherwise required by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral this Agreement.
Appears in 3 contracts
Samples: Security Agreement, Security Agreement (Warner Music Group Corp.), Security Agreement (Warner Music Group Corp.)
Pledged Collateral. (a) All Schedule 5 of the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Stock held Collateral. Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Schedule 5 of the Perfection Certificate as being owned by such Grantor it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. The Grantors further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or with respect otherwise, or, if such certificates are not Securities, the Grantors have so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantors, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to the foreclosureGrantors has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or disposition thereof commitments of any character whatsoever (A) exist relating to the Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by the Grantors of the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantors, or for the exercise by the Administrative AgentAgent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Schedule 5 of the Perfection Certificate, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not Equity Interests which constitute Pledged Stock hereunder, (e) any Collateral and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by such Collateral which represents Indebtedness owed to a Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 3 contracts
Samples: Pledge and Security Agreement, Pledge and Security Agreement (Planet Fitness, Inc.), Pledge and Security Agreement (Planet Fitness, Inc.)
Pledged Collateral. (a) All Exhibit B sets forth a complete and accurate list as of the date hereof of all Pledged Collateral owned by the Grantor. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit B as being owned by such it, free and clear of any Liens, except for the security interest granted to the Holder hereunder. The Grantor has further represents and warrants as of the date hereof that (i) all Pledged Collateral owned by it have been duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Holder representing the Pledged Collateral, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Holder so that the Holder may take steps to perfect its security interest therein as a General Intangible and (iii) except to the extent otherwise permitted by the Holder, all Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, Collateral held by a securities intermediary in a Securities Account is covered by a Securities Account Control Agreement.
(b) such In addition, (i) none of the Pledged Collateral owned by the Grantor is orhas been issued or transferred in violation of the securities registration, in the case securities disclosure or similar laws of any jurisdiction to which such additional Pledged Collateral will be, the legal record and beneficial owner thereofissuance or transfer may be subject, (cii) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on existing options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the transferability issuer of such Pledged Collateral or such to issue additional Pledged Collateral Equity Interests to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by the Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by the Grantor, or for the exercise by the Holder of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except (A) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, (B) the filings required to perfect the Lien granted to the Administrative Agent on such Pledged Collateral or (C) as have already been obtained from or by such governmental authority or other Person, as applicable.
Appears in 3 contracts
Samples: Pledge Agreement (Magellan Petroleum Corp /De/), Exchange Agreement (Magellan Petroleum Corp /De/), Exchange Agreement (Magellan Petroleum Corp /De/)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes all that percentage of the issued and outstanding shares equity of Capital Stock all classes of each Issuer owned by such Grantor issuer thereof as set forth on Schedule 5 and (except for Excluded Assets)ii) has been duly authorized, validly issued and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute is fully paid and nonassessable (other than Pledged Stock hereunderin limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries).
(eb) any As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Collateral Agreements which affect or relate Investment Property consisting of instruments and certificates has been delivered to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed Agent (or, to the Administrative extent required by the Intercreditor Agreement, the First Lien Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge extent required by and in accordance with Section 5.3(a).
(c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled (subject to the terms of the Intercreditor Agreement) to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Collateral Agreement contains Stock; provided that the entire agreement between Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock.
(d) After all Events of Default have been cured or waived, each Grantor will have the parties thereto with respect right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the subject matter thereof and is in full force and effect in accordance with its terms, terms of paragraph (iic) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementabove.
Appears in 3 contracts
Samples: Second Lien Guaranty and Security Agreement (GSE Holding, Inc.), Second Lien Credit Agreement (GSE Holding, Inc.), Second Lien Guaranty and Security Agreement (GSE Holding, Inc.)
Pledged Collateral. (a) All On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all of the Pledged Stock held Collateral, if any, referred to therein and then owned by such Grantor has been duly Credit Party, together with executed and validly issued, and is fully paid and non-assessable, subject undated endorsements for transfer in the case of Pledged Capital Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreementcertificated Pledged Collateral, (b) such Grantor is along with evidence that all other actions necessary or, in the case reasonable opinion of any such additional the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral will behave been taken.
(b) On the Effective Date, each Credit Party shall have delivered:
(i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement;
(ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing);
(iii) evidence of the completion of all other recordings and filings of, or with respect to, the legal record Guarantee and beneficial owner thereofCollateral Agreement as may be necessary or, (c) in the case reasonable opinion of Pledged Stock the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement;
(iv) evidence that all other actions necessary or, in the reasonable opinion of a Subsidiary of such Grantor or Pledged the Collateral of such Grantor constituting Instruments issued Agent, desirable to perfect and protect the security interests purported to be created by a Subsidiary of such Grantorthe Guarantee and Collateral Agreement have been taken; and
(v) from local counsel to each Credit Party, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral an opinion in form and substance reasonably satisfactory to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assetsits counsel), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed addressed to the Administrative Agent, the Collateral Agent and (f) as to each of the Lenders and dated the Effective Date covering such Pledged Collateral Agreement relating matters incident to the Pledged Stock pledged by such Grantortransactions contemplated herein as the Administrative Agent may reasonably request including, (i) to but not limited to, the best knowledge perfection of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementsecurity interests created thereunder.
Appears in 3 contracts
Samples: Amendment Agreement (Lee Enterprises, Inc), Amendment Agreement (Lee Enterprises, Inc), First Lien Credit Agreement (Lee Enterprises, Inc)
Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list, as of the date hereof, of all of the Pledged Collateral and, with respect to any Pledged Collateral constituting any Capital Stock, the percentage of the total issued and outstanding Capital Stock held of the issuer represented thereby. As of the date hereof, each Grantor is the legal and beneficial owner of the Pledged Collateral listed on Exhibit F as being owned by such it, free and clear of any Liens, except for the Security Interest and Liens permitted under Section 7.01 of the Credit Agreement. Each Grantor further represents and warrants that, as of the date hereof, (i) all Pledged Collateral constituting any Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued by the issuer thereof and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees) representing any Capital Stock, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantors has so informed the Term Collateral Agent or the Notes Collateral Agent so that the Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees), as applicable, may take steps to perfect its security interest therein as a General Intangible and (iii) to the best of its knowledge, any Pledged Stock constituting partnership interests Collateral that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) such Grantor is orAs of the date hereof, (i) none of the Pledged Collateral has been issued or transferred in violation of the case securities registration, securities disclosure or similar laws of any jurisdiction to which such additional issuance or transfer may be subject and (ii) other than pursuant to the Intercreditor Agreements, none of the Pledged Collateral will beis subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability pledge of such Pledged Collateral or such additional Pledged Collateral to hereunder, the Administrative Agent or with respect to the foreclosure, transfer sale or disposition thereof pursuant hereto or the exercise by the Administrative AgentTerm Collateral Agent of rights and remedies hereunder.
(c) Except as set forth on Exhibit F, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued date hereof, and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)any Indebtedness represented by the Intercompany Note, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by such Collateral which represents Indebtedness owed to a Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 3 contracts
Samples: Intercreditor Agreement (American Tire Distributors Holdings, Inc.), Intercreditor Agreement (ATD Corp), Intercreditor Agreement (ATD Corp)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all or Grantors collectively own 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all which constitutes Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any and none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Star Group, L.P.), Pledge and Security Agreement (Star Gas Partners Lp), Pledge and Security Agreement (Star Gas Partners Lp)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Sprinklr, Inc.), Credit Agreement (Fitbit Inc), Guarantee and Collateral Agreement (Global Telecom & Technology, Inc.)
Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list of all of the Pledged Stock held Collateral and the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby (except any Equity Interests in respect of which a Grantor owns less than 10% of the Equity Interests of the issuer of such Equity Interests). Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by such it, free and clear of any Liens, except for the security interest granted to the Agent for the ratable benefit of the Secured Parties hereunder and Permitted Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued by the issuer thereof and is are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible, (iii) it shall have used commercially reasonable efforts to ensure that all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Agent pursuant to which the Agent has Control and (iv) all Pledged Collateral that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(i) None of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) none of the Pledged Collateral is or will be subject in the case to any option, right of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating first refusal, shareholders agreement, (b) such Grantor is or, in the case charter or by-law provisions or contractual restriction of any such additional Pledged Collateral will benature that might prohibit, impair, delay or otherwise affect the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability pledge of such Pledged Collateral or such additional Pledged Collateral to hereunder, the Administrative Agent or with respect to the foreclosure, transfer sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all Agent of the issued rights and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock remedies hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by the Grantors of the Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by the Grantors, or for the exercise by the Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such Grantor has not knowingly waived or released any disposition by laws affecting the offering and sale of its material rights under or otherwise consented securities generally.
(c) Except as set forth on Exhibit F, none of the Pledged Collateral which represents Indebtedness owed to a material departure from Grantor is subordinated in right of payment to other Indebtedness or subject to the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Neiman Marcus, Inc.), Pledge and Security Agreement (Neiman Marcus Group Inc)
Pledged Collateral. (a) All As of the Closing Date, each of Schedule 9 and Schedule 10 to the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Stock held Collateral required to be disclosed on such Schedules by Sections 9 and 10 of the Perfection Certificate owned by such Grantor. As of the Closing Date, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed in Schedule 9 or Schedule 10 to the Perfection Certificate as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder, the security interest granted to the U.S. ABL Administrative Agent and Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) it has used its commercially reasonable efforts to ensure that all such Pledged Stock constituting partnership interests or limited liability company membership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to future assessments required under applicable law and any applicable partnership or operating agreement, which the Administrative Agent has Control.
(b) such Grantor In addition, (i) except as otherwise permitted by the Credit Agreement, none of the Pledged Collateral is oror will be subject to any option, in the case right of first refusal, shareholders agreement, charter or by-law provision or contractual restriction of any such additional Pledged Collateral will benature that might prohibit, impair, delay or otherwise affect the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability pledge of such Pledged Collateral hereunder, the sale or such additional Pledged Collateral to disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder and (ii) no consent, approval, authorization, or with respect other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the foreclosureexecution, transfer delivery and performance of this Security Agreement by such Grantor, or disposition thereof for the exercise by the Administrative AgentAgent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities generally or “Blue Sky” lawsas may otherwise be required by law in connection with an exercise of remedies.
(c) Except as set forth in Schedule 9 to the Perfection Certificate, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer which constitutes Pledged Collateral owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementit.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (TMS International Corp.)
Pledged Collateral. (a) All Exhibit C sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit C as being owned by such it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent or with respect to representing an Equity Interest, either such certificates are Securities as defined in Article 9 of the foreclosure, transfer or disposition thereof UCC as a result of actions by the Administrative Agentissuer or otherwise, except as provided under applicable securities or “Blue Sky” lawsor, (d) the Pledged Stock pledged by if such certificates are not Securities, such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to has so informed the Administrative Agent, and (f) Agent so that the Administrative Agent may take steps to perfect its security interest therein as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoa General Intangible, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any all such Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery and performance of this Pledge Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Pledge Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
Appears in 2 contracts
Samples: Pledge Agreement, Pledge Agreement (Vista Proppants & Logistics Inc.)
Pledged Collateral. (a) All of the The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 5, constitutes Pledged Certificated Stock represented by the certificates set forth on Schedule 5 or Pledged Uncertificated Stock, as set forth on Schedule 5, constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and(ii) has been duly and authorized, validly issued, issued and is fully paid and non-assessable, subject in the case of assessable (other than Pledged Stock constituting partnership interests or in limited liability company membership interests to future assessments required under applicable law companies and any applicable partnership or operating agreement, partnerships).
(b) such Grantor is orAs of the date hereof, in the case of any such additional all Pledged Collateral will be, the legal record (other than Pledged Uncertificated Stock) and beneficial owner thereof, all Pledged Investment Property consisting of instruments and certificates has been delivered to Agent in accordance with Section 5.3(a).
(c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in the case of any Pledged Stock of Stock, and a Subsidiary of such Grantor transferee or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability assignee of such Pledged Collateral or Stock shall become a holder of such additional Pledged Collateral Stock to the Administrative Agent or with respect same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock to the foreclosureextent, transfer or disposition thereof by if any, that of the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Grantor which holds such Pledged Stock pledged by has such Grantor constitutes all rights and, upon the transfer of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Collateral Agreement contains Stock.
(d) With respect to any issuer of any Pledged Uncertificated Stock, each Grantor represents and warrants to Agent that, (i) such Pledged Uncertificated Stock is (x) not dealt in or traded on securities exchanges or in securities markets, (y) not “investment company securities” (as defined in Section 8-103(b) of the entire agreement between UCC) and (z) the parties thereto issuer of such Pledged Uncertificated Stock has not “opted-in” to Article 8 of the UCC with respect to the subject matter thereof and is equity interests issued by it by providing in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under certificate or otherwise consented to a material departure from articles of formation, partnership agreement, operating agreement or any other entity governance document or any other document governing or evidencing the terms equity interests issued by it that the equity interests issued by it shall be “securities” as governed by and provisions defined in Article 8 of any such Pledged Collateral Agreementthe UCC.
Appears in 2 contracts
Samples: Security Agreement (AgeX Therapeutics, Inc.), Security Agreement (AgeX Therapeutics, Inc.)
Pledged Collateral. While an Event of Default exists, upon notice by the Secured Party to the relevant Grantor or Grantors, (ai) All the Secured Party shall have the right to receive any Proceeds of the Pledged Stock held by such Grantor has been duly Collateral and validly issued, and is fully paid and non-assessable, subject make application thereof to the Secured Obligations in the case order provided in Section 10.4. of Pledged Stock constituting partnership interests the Credit Agreement and (ii) the Secured Party or limited liability company membership interests its nominee may exercise any voting, consent, corporate and other right pertaining to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, as if the legal record and beneficial Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (ci) in each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the case of Pledged Stock of a Subsidiary of Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), such Grantor or hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of such Grantor constituting Instruments issued by a Subsidiary any action (including any transfer of such Grantor, there are no restrictions any Pledged Collateral on the transferability record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or such additional any officer or agent thereof) while an Event of Default exists. Each Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (x) comply with any instruction received by it from the Administrative Agent Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate directly to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementSecured Party.
Appears in 2 contracts
Samples: Credit Agreement (Ashford Hospitality Trust Inc), Credit Agreement (Ashford Hospitality Trust Inc)
Pledged Collateral. Any Borrower shall, (a) All at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock held Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock Borrower constituting partnership interests or limited liability company membership interests interests, shall, to future assessments required under applicable law the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any applicable partnership or operating agreement, event within three (b3) such Grantor is or, in Business Days after receipt thereof by Borrower) to the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, Agent; (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor upon acquiring any new Equity Interests constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosureInstruments constituting Collateral, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, within five (d5) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, Business Days (i) deliver to the best knowledge of Agent an updated Schedule 5.15 hereto, in form reasonably satisfactory to Agent, identifying such Grantoradditional Equity Interests, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which shall be attached to the subject matter thereof and is in full force and effect in accordance with its termsthis Agreement, (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than Parent, to the best knowledge extent the Organizational Documents of such Grantor party theretoBorrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, there exists no material violation Borrowers shall not be required to deliver stock certificates, stock powers or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretocontrol agreements, and (iii) such Grantor has not knowingly waived to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or released any of its material rights under assigning or otherwise consented transferring or restricting its ability to a material departure from vote the Equity Interests owned by such Borrower other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms and provisions for venture capital financings, in each case, which are not designed to impair the pledge or Agent’s exercise of any such remedies with respect to Pledged Collateral AgreementCollateral.
Appears in 2 contracts
Samples: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.)
Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral).
(b) All of the Pledged Stock held by such Grantor (other than Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued, issued and is are fully paid and non-assessablenonassessable.
(c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 4.4(a) (Pledged Collateral) and Section 7.11 of the Credit Agreement.
(d) Subject to Section 4.7, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject in the case of to a Control Account Agreement.
(e) Other than Pledged Stock constituting partnership interests General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or limited liability company membership interests (ii) Instruments in the possession of the Collateral Agent or that consisting of Financial Assets held in a Securities Account that is subject to future assessments required under applicable law a Control Account Agreement.
(f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and any applicable partnership during the continuance of an Event of Default, from exercising all of the rights of the Grantor granting the security interest therein, and (ii) a transferee or operating agreementassignee of Stock of such Person from becoming a member, (b) such Grantor is partner or, in as the case of any such additional Pledged Collateral will may be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability other holder of such Pledged Collateral or such additional Pledged Collateral Stock to the Administrative Agent or with respect same extent as the Grantor entitled to participate in the management of such Person and, pursuant to the foreclosureConstituent Documents of any Person governing any Pledged Stock, upon the transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge entire interest of such Grantor, such Pledged Collateral Agreement contains Grantor shall cease to be a member, partner or, as the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termscase may be, (ii) to the best knowledge other holder of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementStock.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Warnaco Group Inc /De/), Pledge and Security Agreement (Warnaco Group Inc /De/)
Pledged Collateral. (a) All Except as set forth on Schedule 2, all of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Organogenesis Holdings Inc.), Credit Agreement (Organogenesis Holdings Inc.)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessableassessable (to the extent applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under any applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Accuray Inc), Credit Agreement (Organogenesis Holdings Inc.)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded AssetsCollateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged 1 Subject to review of Schedule 3 Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)
Pledged Collateral. 3.10.1 Exhibit “E” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property owned by such Grantor as of the Closing Date but shall not include any Excluded Assets (a) All “Pledged Collateral”). Each Grantor is the direct and beneficial owner of the Pledged Collateral listed on Exhibit “E” as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1.4 hereof. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting Capital Stock have been (to the extent such concepts are relevant with respect to such Capital Stock) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding Capital Stock of the respective issuers thereof indicated on Exhibit “E” hereto and, in the case of limited liability companies and partnerships, are not represented by a certificate and have not provided that they securities governed by Article 8 of the UCC, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement, (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Collateral Agent, all Pledged Collateral representing indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity) is fully paid not in default thereunder and non-assessable(v) with respect to Securities constituting Collateral that are uncertificated (other than uncertificated Securities credited to a Securities Account) owned by any Grantor, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in has caused the case of any such additional Pledged issuer thereof either to (A) register the Collateral will be, Agent as the legal record and beneficial registered owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor security or Pledged Collateral of (B) agree in an authenticated record with such Grantor constituting Instruments issued and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by a Subsidiary the Collateral Agent, or the Collateral Agent, as an agent of the Collateral Agent, without further consent of such Grantor.
3.10.2 As of the Closing Date and except as set forth on Exhibit “E”, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation in any material respect of the securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no restrictions on options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the transferability pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or such additional Pledged Collateral to for the Administrative Agent or with respect to the foreclosureexecution, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all delivery and performance of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral this Agreement relating to the Pledged Stock pledged by such Grantor, (i) to or for the best knowledge exercise by the Collateral Agent, or the Collateral Agent, as an agent of such Grantorthe Collateral Agent, such of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral Agreement contains pursuant to this Agreement, except as may be required in connection with such disposition by Laws affecting the entire agreement between the parties thereto with respect to the subject matter thereof offering and is sale of securities generally and those that have been obtained or made and are in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementeffect.
Appears in 2 contracts
Samples: Credit Agreement (Cypress Energy Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Pledged Collateral. (a) All of the The Pledged Stock held Equity Interests pledged by such Grantor hereunder (i) is listed on Schedule VI and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule VI, (ii) has been duly and authorized, validly issued, issued and is fully paid and non-assessable, subject nonassessable (other than Pledged Equity Interests in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law companies and any applicable partnership or operating agreementpartnerships) and (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms.
(b) such Grantor is orAs of the Closing Date, in the case of any such additional all Pledged Collateral will be, (other than Pledged Uncertificated Equity Interests) and all Pledged Investment Property constituting Collateral consisting of instruments and certificates has been delivered to the legal record and beneficial owner thereof, Secured Party in accordance with Section 4.03(a).
(c) Upon the occurrence and during the continuance of an Event of Default, the Secured Party shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Equity Interests constituting Collateral, and a transferee or assignee of such Pledged Equity Interests shall become a holder of such Pledged Equity Interests to the same extent as such Grantor and be entitled to participate in the case management of Pledged Stock of a Subsidiary the issuer of such Grantor or Pledged Collateral Equity Interests and, upon the transfer of the entire interest of such Grantor, such Grantor constituting Instruments issued shall, by operation of law, cease to be a Subsidiary holder of such Pledged Equity Interests; provided that Lender shall not exercise this remedy with respect to the Initial Limited Pledgors and their direct Subsidiaries to the extent (and only for so long as) the exercise of the remedy granted in this Section 3.05(c) would require insurance regulatory approval from any applicable insurance regulatory agency having jurisdiction over such Initial Limited Pledgor or Subsidiary; provided further that the Secured Party shall be entitled to pursue all such regulatory approvals including, by using the powers granted it in Section 7.01.
(d) Except as set forth in Schedule VI and any certificate or articles of incorporation, bylaws or other organizational document of any Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (di) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed Collateral and (ii) restrictions on the transferability of the Pledged Collateral to Secured Party or with respect to the Administrative Agentforeclosure, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged transfer or disposition thereof by such Grantor, (i) to the best knowledge of such Grantor, such Secured Party. Each Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof thereof, has not been amended or modified, and is in full force and effect in accordance with its terms, (ii) to . To the best knowledge Knowledge of such Grantor party theretoGrantor, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such . Such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
(e) No control agreements exist with respect to any Collateral other than Control Agreement in favor of the Secured Party and Control Agreements in favor of the Textron Agent and the Textron Lenders in connection with the Textron Facility.
Appears in 2 contracts
Samples: Security Agreement (Palm Harbor Homes Inc /Fl/), Security Agreement (Cavco Industries Inc)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list as of the Closing Date of all Pledged Stock held Collateral which constitutes Equity Interests owned by such Grantor or which represents Indebtedness owed to such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of such Pledged Collateral as being owned by it, free and clear of any Liens, except for Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Note Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Note Collateral Agent so that it may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Note Collateral Agent pursuant to which the Note Collateral Agent has Control and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Note Collateral Agent, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in the case of Pledged Stock constituting partnership interests a proceeding in equity or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, at law) is not in default thereunder.
(b) Except as set forth on Exhibit G as of the Closing Date, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation in any material respect of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such additional Grantor, or for the exercise by the Note Collateral Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities generally, those that have been obtained or “Blue Sky” lawsmade and are in full force and effect.
(c) Except as set forth in Exhibit G, (d) as of the Pledged Stock pledged by Closing Date, such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into other than any Intercompany Note) is subordinated in right of payment to other Indebtedness or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate subject to the voting or giving terms of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Westmoreland Energy LLC), Pledge and Security Agreement (WESTMORELAND COAL Co)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit G as being owned by such it, free and clear of any Liens, except for the security interest granted to the Agent hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Agent pursuant to which the Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Grantor, or for the exercise by the Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Wanxiang Group Corp), Pledge and Security Agreement (A123 Systems, Inc.)
Pledged Collateral. (a) All Exhibit G (as such Exhibit may be supplemented from time to time in accordance with Section 8.22) sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted by Section 6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non- assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is fully paid and non-assessable, subject not in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G (as such Exhibit may be supplemented from time to time in accordance with Section 8.22), (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness (other than the Secured Obligations) or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: u.s. Pledge and Security Agreement (Urban Outfitters Inc), Pledge and Security Agreement (Urban Outfitters Inc)
Pledged Collateral. (a) All As of the date hereof, Exhibit G sets forth a complete and accurate list of all material Pledged Collateral, including all stock and other ownership interests in the Loan Parties that constitute Pledged Collateral. As of the date hereof, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit G as being owned by such it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder and as permitted by Section 4.1(e). Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC (and in the PPSA) as a result of actions by the issuer or with respect otherwise, or, if such certificates are not Securities, the Grantors have so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Collateral (unless subject to a prior Lien permitted by Section 4.1(e)) held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control. Notwithstanding anything to the foreclosurecontrary contained herein, transfer prior to the occurrence and continuation of an Event of Default, (A) the Administrative Agent will not perfect upon stock of third parties held by any Grantor or disposition thereof notes receivable held by any Grantor and (B) the Grantors will have the ability to dispose of any such stock and notes receivable without the requirement of consent from the Administrative Agent, provided that in the event that cash dominion is triggered pursuant to Section 7.3(c), all proceeds of any such sale or disposition shall be deposited into the Administrative Agent’s Collection Account.
(b) As of the date hereof, except as provided under applicable securities or “Blue Sky” lawsset forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all Grantors own 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not Equity Interests which constitute Pledged Stock hereunder, (e) any Collateral and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by such Collateral which represents Indebtedness owed to any Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Core-Mark Holding Company, Inc.), Pledge and Security Agreement (Core-Mark Holding Company, Inc.)
Pledged Collateral. (a) All EXHIBIT G sets forth a complete and accurate list of all of the Pledged Stock held Collateral. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on EXHIBIT G as being owned by such it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for itself and for the benefit of the other Agents and the Lenders hereunder and Permitted Encumbrances referred to in paragraphs (a) or (e) of the definition thereof. The Grantor further represents and warrants with respect to its Pledged Collateral that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) except to the extent otherwise permitted pursuant to Section 9.15 of the Credit Agreement, all Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to the Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, the Grantor represents and warrants with respect to its Pledged Collateral that (i) to the Grantor's knowledge, none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such Grantor is orissuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Pledged Collateral or which obligate the issuer of any Equity Interest included in the case of any such additional Pledged Collateral will beto issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the legal record pledge by the Grantor of the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and beneficial owner thereofperformance of this Security Agreement by the Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in EXHIBIT G, the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Equity Interests which constitutes Pledged Collateral Agreements which affect or relate to of the voting or giving of written consents with respect to any Grantor and none of the Pledged Stock pledged by such Grantor have been disclosed Collateral which represents Indebtedness owed to the Administrative Agent, and Grantor is subordinated in right of payment to other Indebtedness (fother than the Obligations) as to each such Pledged Collateral Agreement relating or subject to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Overhill Farms Inc), Senior Secured Credit Agreement (Overhill Farms Inc)
Pledged Collateral. Any Borrower shall, (a) All at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock held Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock Borrower constituting partnership interests or limited liability company membership interests interests, shall, to future assessments required under applicable law the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any applicable partnership or operating agreement, event within three (b3) such Grantor is or, in Business Days after receipt thereof by Borrower) to the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, Agent; (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor upon acquiring any new Equity Interests constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosureInstruments constituting Collateral, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, within twenty (d20) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, Business Days (i) deliver to the best knowledge of Agent an updated Schedule 5.15 hereto, in form reasonably satisfactory to Agent, identifying such Grantoradditional Equity Interests, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which shall be attached to the subject matter thereof and is in full force and effect in accordance with its termsthis Agreement, (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than New Parent, to the best knowledge extent the Organizational Documents of such Grantor party theretoBorrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, there exists no material violation Borrowers shall not be required to deliver stock certificates, stock powers or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretocontrol agreements, and (iii) such Grantor has not knowingly waived to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or released any of its material rights under assigning or otherwise consented transferring or restricting its ability to a material departure from vote the Equity Interests owned by such Borrower other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms and provisions for venture capital financings, in each case, which are not designed to impair the pledge or Agent’s exercise of any such remedies with respect to Pledged Collateral AgreementCollateral.
Appears in 2 contracts
Samples: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.)
Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list of all of the Pledged Stock held Collateral. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by such it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder. The Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Chapter 8.1 of the UCC as a result of actions by the issuer or with respect otherwise, or, if such certificates are not Securities, the Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to the foreclosureGrantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or disposition thereof commitments of any character whatsoever relating to the Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by the Grantor of the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Administrative AgentAgent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit F, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not Equity Interests which constitute Pledged Stock hereunder, (e) any Collateral and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by such Grantor have been disclosed Collateral which represents Indebtedness owed to the Administrative Agent, and (f) as Grantor is subordinated in right of payment to each such Pledged Collateral Agreement relating other Indebtedness or subject to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Escalade Inc), Pledge and Security Agreement (Escalade Inc)
Pledged Collateral. (a) All Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the most recent Exhibit Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit E as being owned by such it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and other Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting capital stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessableassessable (subject to the general assessability of ULC Shares under s. 135 of the Companies Act (Nova Scotia)), subject (ii) with respect to any certificates delivered to the Term Loan Collateral Agent or the Collateral Agent representing capital stock, either such certificates are Securities as defined in Section 1 of the case STA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as an Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by any other Grantor or limited liability company membership interests to future assessments required under applicable law Subsidiary thereof has been duly authorized, authenticated or issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it and issued by any other Grantor or Subsidiary or any joint venture of any of the foregoing has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the Issuer of capital stock included in the Pledged Collateral to issue additional capital stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosureGrantor, transfer or disposition thereof by the Administrative Agentor, except as set forth in the Intercreditor Agreement, for the exercise by the Collateral Agent of the voting or other rights provided under applicable securities for in this Security Agreement or “Blue Sky” laws, (d) for the remedies in respect of the Pledged Stock pledged Collateral pursuant to this Security Agreement, except as have been received or as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit E, such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock capital stock of each Issuer Subsidiary which constitutes Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to on the voting or giving of written consents with respect to any Closing Date none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness (other than such Indebtedness that is subordinated to the Administrative AgentObligations, and (fIndebtedness under the Loan Documents and/or Indebtedness under the Term Loan Documents) as to each such Pledged Collateral Agreement relating or subject to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement, Pledge and Security Agreement (Postmedia Network Canada Corp.)
Pledged Collateral. (a) All As of the date hereof, EXHIBIT G sets forth a complete and accurate list of all of the Pledged Stock held Collateral. Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on EXHIBIT G as being owned by such it, free and clear of any Liens, except for Permitted Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (except in the case of Pledged Stock constituting partnership interests ULC Shares) non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or limited liability company membership interests otherwise, or, if such certificates are not Securities, the Grantors have so informed the Collateral Agent so that the Collateral Agent may take steps to future assessments required under perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable law Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness having an individual fair market value in excess of $1,000,000 owed to any applicable partnership Grantor has been duly authorized, authenticated or operating agreementissued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and, to such Grantor's knowledge as of the date hereof, such issuer is not in default thereunder.
(b) such Grantor is orIn addition, (i) none of the Pledged Collateral (constituting Equity Interests of Parent's Subsidiaries) has been issued or transferred in violation of the case securities registration, securities disclosure or similar laws of any jurisdiction to which such additional issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Pledged Collateral will be, (constituting Equity Interests of Parent's Subsidiaries) or which obligate the legal record and beneficial owner thereof, issuer (c) in the case of Pledged Stock of that is a Subsidiary of such Grantor or Pledged Collateral Parent) of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on any Equity Interest included in the transferability of such Pledged Collateral or such additional Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the Administrative pledge by any Grantor of the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by any Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except (i) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, (ii) consents, approvals, authorizations or other actions already taken, (iii) with respect to the foreclosure, transfer or disposition thereof by Pledged ULC Shares and (iv) that the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (dx) limited partnership agreements governing the equity interests in Canadian limited partnerships forming part of Pledged Collateral and/or (y) the articles of association governing the Pledged Stock pledged by such Grantor constitutes all ULC Shares may be subject to restrictions on transfer to non-residents of Canada.
(c) Except as set forth in EXHIBIT G, the Grantors own 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not Equity Interests which constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any as of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementdate hereof.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Dura Automotive Systems Inc), Credit Agreement (Dura Automotive Systems Inc)
Pledged Collateral. (a) All Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the First Amendment Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit E as being owned by such it, free and clear of any Liens, except for the Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent or with respect to its bailee for perfection representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the foreclosure, transfer or disposition thereof UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative AgentAgent so that the Administrative Agent and/or its bailee for perfection may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement pursuant to which the Administrative Agent or its bailee for perfection has Control and (iv) to such Grantor’s knowledge and except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been otherwise disclosed to the Administrative Agent, and (f) as to each such all Pledged Collateral Agreement representing Indebtedness owed to such Grantor and delivered to the Administrative Agent or its bailee for perfection has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally) is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral issued by a Subsidiary of any Grantor (the “Subsidiary Pledged Collateral”) has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Subsidiary Pledged Stock pledged Collateral or which obligate the issuer of any Equity Interest included in the Subsidiary Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of the Subsidiary Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, (i) to or for the best knowledge exercise by the Administrative Agent of such Grantor, such the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Subsidiary Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect pursuant to the subject matter thereof this Security Agreement, except as have been obtained, taken or filed and is are in full force and effect or as may be required in accordance connection with its termssuch disposition by laws affecting the offering and sale of securities generally.
(c) As of the First Amendment Effective Date, (ii) to the best knowledge of except as set forth in Exhibit E, such Grantor party thereto, there exists no material violation or material default under any such owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agreement owned by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementit.
Appears in 2 contracts
Samples: Credit Agreement (Interline Brands, Inc./De), Pledge and Security Agreement (Interline Brands, Inc./De)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Agent pursuant to which the Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Grantor, or for the exercise by the Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all which constitutes Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any and none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Action Performance Companies Inc), Pledge and Security Agreement (Newpark Resources Inc)
Pledged Collateral. Subject to the Intercreditor Agreement:
(a) All If any Grantor acquires Collateral consisting of chattel paper, instruments or negotiable documents of title (collectively, “Negotiable Collateral”), such Grantor shall, immediately upon receipt thereof, deliver to the Collateral Agent the Negotiable Collateral and shall, at the request of the Pledged Stock held by Lender (i) endorse the same for transfer in blank or as the Collateral Agent may direct, (ii) cause any transfer to be registered wherever, in the opinion of the Lender, such registration may be required or advisable, and (iii) deliver to the Collateral Agent any and all consents or other documents which may be necessary or desirable to transfer the Negotiable Collateral.
(b) Each Grantor shall not cause or permit any Person other than the Collateral Agent to have control (as defined in the STA) of any investment property constituting part of the Collateral, other than control in favour of a depositary bank or securities intermediary which has subordinated its lien to the lien of the Collateral Agent pursuant to documentation in form and substance satisfactory to the Collateral Agent.
(c) Provided no Event of Default has occurred and is continuing, any Grantor has been duly the right to exercise all voting, consensual and validly issued, other powers of ownership pertaining to Collateral which is investment property (the “Pledged Investment Property”) for all purposes not inconsistent with the terms of this Security Agreement and each Grantor agrees that it will not vote the Pledged Investment Property in any manner that is inconsistent with such terms.
(d) Provided no Event of Default has occurred and is fully paid continuing, any Grantor may receive and non-assessableretain any dividends, subject in distributions or proceeds on the case Pledged Investment Property.
(e) If an Event of Pledged Stock constituting partnership interests Default has occurred and is continuing, whether or limited liability company membership interests not the Collateral Agent exercises any right to future assessments required declare any Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this security agreement or otherwise, all dividends and other distributions on the Pledged Investment Property shall be paid directly to the Collateral Agent and retained by it as part of the Collateral, and, if the Collateral Agent so requests in writing, the Corporation will execute and deliver to the Collateral Agent any applicable partnership instruments or operating other documents necessary or desirable to ensure that the Pledged Investment Property is paid directly to the Collateral Agent.
(f) With respect to (i) the securities accounts (other than securities accounts with an aggregate value of less than $10,000) and (ii) any Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to each such account or security entitlement to enter into a control agreement, such agreement to be in form and substance reasonably satisfactory to the applicable Grantor and the Collateral Agent (bwhich agreement may also be for the benefit of the agent for the Term Loan); provided that the Collateral Agent will not exercise exclusive control over such accounts except after a Cash Control Event; provided further that no Grantor shall be required to take the foregoing actions with respect to any securities account until the later of (A) such Grantor is or, in sixty (60) days after the case of any such additional Pledged Collateral will be, the legal record Effective Date and beneficial owner thereof, (cB) in the case of Pledged Stock securities accounts opened after the Effective Date, at the time of a Subsidiary establishment of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantorsecurities account (or, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of in each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantorcase, such Pledged later date as the Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is Agent shall in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementreasonable discretion agree).
Appears in 2 contracts
Samples: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp)
Pledged Collateral. (a) All Exhibit D, as such exhibit may be amended with the consent of the Required Holder(s), not to be unreasonably withheld or delayed, sets forth a complete and accurate list of all of the Pledged Collateral. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit D as being owned by it, free and clear of any Liens, except for (i) with respect to the Bluestem SPV Stock held by such only, the security interest of the SPV Collateral Agent and (ii) with respect to all Pledged Collateral (including the Bluestem SPV Stock) the security interest granted to the Subordinated Collateral Agent for the benefit of the Holders hereunder and security interest granted to the Bank Agent. The Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Subordinated Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Subordinated Collateral Agent so that the Subordinated Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Stock constituting partnership interests or limited liability company membership interests Collateral held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Subordinated Collateral Agent pursuant to future assessments required under applicable law and any applicable partnership or operating agreement, which the Subordinated Collateral Agent has Control.
(b) In addition, (i) none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such Grantor is issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice to or, in filing with, any governmental authority or any other Person is required for the case pledge by the Grantor of any such additional the Pledged Collateral will bepursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the legal record Grantor, or for the exercise by the Subordinated Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and beneficial owner thereof, sale of securities generally.
(c) Except as set forth in Exhibit D, as such exhibit may be amended with the case consent of Pledged Stock of a Subsidiary of such the Required Holder(s), not to be unreasonably withheld or delayed, the Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not Equity Interests which constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementCollateral.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bluestem Brands, Inc.), Pledge and Security Agreement (Bluestem Brands, Inc.)
Pledged Collateral. (a) Each Grantor is the holder of record and the legal and beneficial owner, free and clear of all Liens other than the Security Interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted by Section 6.2 of the Credit Agreement, of the Pledged Collateral indicated on Schedule 3 as being owned by such Grantor and any Pledged Collateral owned by such Grantor and acquired after the Effective Date. Except as otherwise disclosed on Schedule 3 attached hereto or the Perfection Certificate attached hereto, no amounts payable under or in connection with any of the Collateral are evidenced by any instruments or chattel paper as of the Effective Date.
(b) All of the Pledged Stock Collateral constituting Pledged Interests is duly authorized, validly issued, fully paid and nonassessable (provided that Pledged Interests which are ULC Shares will be assessable in accordance with the provisions of the Companies Act (Nova Scotia)) and such Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of each applicable Grantor identified on Schedule 3, any Pledged Collateral Addendum or any Supplement to this Agreement. All of the Pledged Collateral constituting Pledged Notes is duly authorized, validly issued and delivered by the issuer of such Pledged Note and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. Each Grantor has the right and requisite authority to pledge the Pledged Collateral pledged by such Grantor to the Collateral Agent as provided herein.
(c) All actions necessary to perfect or establish the first priority of the Collateral Agent’s Liens (subject to Permitted Encumbrances which have priority by operation of law or as provided in the Intercreditor Agreement) in the Pledged Collateral, and the proceeds thereof, have been duly taken, (A) upon the execution and delivery of this Security Agreement; (B)(i) upon the taking of possession by the Collateral Agent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed in blank by the applicable Grantor and (ii) upon the taking of possession by the Collateral Agent of any promissory notes constituting the Pledged Notes, together with undated powers endorsed in blank by the applicable Grantor; and (C) upon the filing of PPSA financing statements in the applicable jurisdiction for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates. Each Grantor has delivered to and deposited with the Collateral Agent (or, with respect to any Pledged Collateral created or obtained after the Effective Date, will deliver and deposit in accordance with Section 3.13 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, all promissory notes representing the Pledged Notes owned by such Grantor, and undated powers endorsed in blank with respect to such certificates or promissory notes.
(d) None of the Pledged Collateral owned or held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject issued or transferred in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case violation of any such additional Pledged Collateral will besecurities registration, the legal record and beneficial owner thereofsecurities disclosure, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock similar laws of any jurisdiction to which such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect issuance or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementtransfer may be subject.
Appears in 2 contracts
Samples: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp)
Pledged Collateral. (a) All As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest in the case of Pledged Stock constituting a limited partnership interests or limited liability company membership interests company, either such certificates represent Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates do not represent Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to future assessments perfect its security interest therein as a General Intangible and (iii) all such Pledged Collateral that is held by a securities intermediary, to the extent required under applicable law by the Indenture, is covered by a control agreement among such Grantor, the securities intermediary and any applicable partnership or operating agreement, the Collateral Agent pursuant to which the Collateral Agent has Control.
(b) such Grantor is orIn addition, in (i) none of the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary owned by it has been issued or transferred by an Affiliate of such Grantor in violation of the securities registration, securities disclosure or Pledged Collateral similar laws of any jurisdiction to which such Grantor constituting Instruments issued by issuance or transfer may be subject, (ii) other than in connection with a Subsidiary of such Grantordisposition permitted pursuant to the Indenture, there are existing no restrictions on options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate the transferability issuer of any Equity Interest included in the Pledged Collateral issued by an Affiliate of a Grantor to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement, or for the exercise by the Collateral Agent of the voting or other rights with respect to such additional Pledged Collateral provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the Administrative Agent offering and sale of securities generally or as may be required with respect to the foreclosurepledge of Equity Interests of issuers organized under the laws of a jurisdiction outside the United States.
(c) As of the date hereof, transfer or disposition thereof by the Administrative Agentor, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, except as provided under applicable securities or “Blue Sky” lawsset forth in Exhibit C, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock Equity Interests of each Issuer issuer of Pledged Stock owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor (except for Excluded Assets), and such Indebtedness owed by any other Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate its Subsidiaries where subordination is required pursuant to the voting or giving of written consents with respect to any terms of the Pledged Stock pledged by such Grantor have been disclosed Indenture) is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Indenture (Edgen Group Inc.), Indenture (Edgen Murray II, L.P.)
Pledged Collateral. (a) All Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Obligor. Such Obligor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit E as being owned by such Grantor it, free and clear of any Liens, except for any Permitted Liens. Such Obligor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Obligor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible and (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary or limited liability company membership interests commodity intermediary is covered by a control agreement among such Obligor, the securities intermediary or commodity intermediary, as applicable, and the Administrative Agent pursuant to future assessments required under applicable law and any applicable partnership or operating agreement, which the Administrative Agent has Control.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such Grantor is orissuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the case of any such additional Pledged Collateral will beto issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of pledge by such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability Obligor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such additional Pledged Collateral to Obligor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit E, (d) the Pledged Stock pledged by such Grantor constitutes all Obligor owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed Obligor is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Guaranty and Collateral Agreement, Guaranty and Collateral Agreement (Superior Energy Services Inc)
Pledged Collateral. (a) Each Grantor is the holder of record and the legal and beneficial owner, free and clear of all Liens other than the Security Interest granted to the Administrative Agent for the benefit of the Credit Parties hereunder and Permitted Encumbrances, of the Pledged Collateral indicated on Schedule “3” as being owned by such Grantor and any Pledged Collateral owned by such Grantor and acquired after the Closing Date.
(b) All of the Pledged Stock Collateral constituting Pledged Interests is duly authorized, validly issued, fully paid and non-assessable (provided that Pledged Interests which are ULC Shares will be assessable in accordance with the provisions of the Companies Act (Nova Scotia)) and such Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of each applicable Grantor identified on Schedule “3”, any Pledged Collateral Addendum or any Supplement to this Agreement. All of the Pledged Collateral consisting of Pledged Notes is duly authorized, validly issued and delivered by the issuer of such Pledged Note and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. Each Grantor has the right and requisite authority to pledge the Pledged Collateral pledged by such Grantor to the Administrative Agent as provided herein.
(c) All actions necessary to perfect or establish the first priority of the Administrative Agent’s Liens (subject to Permitted Encumbrances) in the Pledged Collateral, and the proceeds thereof, have been duly taken, (A) upon the execution and delivery of this Agreement; (B) (i) upon the taking of possession by the Administrative Agent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed or transfer forms endorsed in blank by the applicable Grantor and (ii) upon the taking of possession by the Administrative Agent of any promissory notes constituting the Pledged Notes, together with undated powers endorsed or transfer forms endorsed in blank by the applicable Grantor; and (C) upon the filing of financing statements or the financing change statements in the applicable jurisdiction for such Grantor with respect to the Pledged Collateral of such Grantor that are not represented by certificates. Each Grantor has delivered to and deposited with the Administrative Agent (or, with respect to any Pledged Interests created or obtained after the Closing Date, will deliver and deposit in accordance with Section 4.12 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, all promissory notes representing the Pledged Notes owned by such Grantor and undated powers endorsed or transfer forms endorsed in blank with respect to such certificates or promissory notes.
(d) None of the Pledged Collateral owned or held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject issued or transferred in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case violation of any such additional Pledged Collateral will besecurities registration, the legal record and beneficial owner thereofsecurities disclosure, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock similar laws of any jurisdiction to which such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect issuance or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementtransfer may be subject.
Appears in 2 contracts
Samples: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp)
Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Debt having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such Grantor as of the Closing Date, including without limitation a list of (i) all the issued and outstanding Equity Interests constituting Pledged Collateral owned by such Grantor (other than any Equity Interests maintained in a securities account identified on Schedule 3.03 of the Perfection Certificate delivered on the Closing Date), and an indication of whether such Equity Interests are certificated and (ii) the percentage of the outstanding Equity Interests of each class of each issuer on a fully diluted basis owned by such Grantor. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Securities listed on Exhibit D as being owned by such it, free and clear of any Liens, except for the security interest granted to the Agent for the benefit of the Foreign Facility Secured Parties hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC (or with respect to the foreclosureEquity Interests owned by Foreign Obligors, transfer or disposition thereof as defined in any other Applicable Law, as applicable) as a result of actions by the Administrative Agentissuer or otherwise, except as provided under applicable securities or “Blue Sky” lawsor, (d) the Pledged Stock pledged by if such certificates are not Securities, such Grantor constitutes has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all of such Pledged Collateral held by a Securities Intermediary (other than in an Excluded Account) is covered by a control or blocked account agreement among such Grantor, the issued Securities Intermediary and outstanding shares of Capital Stock of each Issuer owned by the Agent pursuant to which the Agent has Control; provided that no such control or blocked account agreements shall be required prior to the applicable Control Agreement Deadline or if, with respect to a Foreign Domiciled Obligor, such requirement is contrary to the Agreed Security Principles and (iv) all Pledged Collateral which represents Debt owed to such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents solely with respect to any Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Pledged Stock pledged Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such Grantor have been disclosed to Debt, is the Administrative Agentlegal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(fb) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such GrantorIn addition, (i) to the best knowledge pledge of such Grantor, such the Pledged Collateral pursuant to this Agreement contains does not violate Regulation T, U or X of the entire agreement between the parties Federal Reserve Board, any successor thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termsor any other Applicable Law, (ii) to the best knowledge of such Grantor party theretoGrantor’s knowledge, there exists no none of the Pledged Collateral owned by it has been issued or transferred in material violation of the securities registration, securities disclosure or material default under similar laws of any jurisdiction to which such issuance or transfer may be subject, (iii) as of the Closing Date there are existing no options, restrictions, warrants, calls or commitments of any character whatsoever (A) relating to such Pledged Collateral or (B) which obligate the issuer of any Equity Interests included in the Pledged Collateral that is a direct or indirect subsidiary of any Borrower to issue additional Equity Interests, and (iv) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor Grantor, or for the exercise by the Agent of the voting or other parties thereto, and (iii) such Grantor has not knowingly waived rights provided for in this Agreement or released any for the remedies in respect of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, or where the absence of which could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Foreign Facility Guarantee and Collateral Agreement, Foreign Facility Guarantee and Collateral Agreement (Horizon Global Corp)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded AssetsCollateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Ultra Clean Holdings Inc)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement, and (iv) no Pledged Collateral Agreement will be breached or violated as a result of entering into any stock pledge or share pledge.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Monotype Imaging Holdings Inc.), Senior Secured Credit Agreement (Monotype Imaging Holdings Inc.)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit G as being owned by such it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and except for the liens granted pursuant to the First Lien Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, and is fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Equity Interests in Domestic Subsidiaries owned by each Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Equity Interests in such Domestic Subsidiaries, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Stock held Collateral owned by such Grantor it constituting an Equity Interest of a Domestic Subsidiary has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest of a Domestic Subsidiary, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Stock constituting partnership interests or limited liability company membership interests Collateral which represents Indebtedness owed to future assessments required under applicable law and any applicable partnership or operating agreement, such Grantor is not in default thereunder.
(b) such Grantor is orIn addition, (i) none of the Equity Interests in the case Domestic Subsidiaries has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such additional Pledged Collateral will be, the legal record issuance or transfer may be subject and beneficial owner thereof, (cii) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are existing no restrictions on the transferability options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or such additional which obligate the issuer of any Equity Interest included in the Pledged Collateral to the Administrative Agent or with respect to the foreclosureissue additional Equity Interests.
(c) Except as set forth in Exhibit G, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests in the Domestic Subsidiaries owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementit.
Appears in 2 contracts
Samples: Credit Agreement (Ethan Allen Interiors Inc), Credit Agreement (Ethan Allen Interiors Inc)
Pledged Collateral. (a) All Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit E as being owned by such it, free and clear of any Liens, except for any Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit E, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Clarus Corp), Pledge and Security Agreement (Clarus Corp)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness in a principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, owed to such Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is fully paid and non-assessable, subject not in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness in a principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Abl Pledge and Security Agreement (Global Brass & Copper Holdings, Inc.), Term Loan Pledge and Security Agreement (Global Brass & Copper Holdings, Inc.)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes constitute all of the issued and outstanding shares of Capital Stock of each Issuer Subsidiary owned by such Grantor (except for Excluded AssetsCollateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 2 contracts
Samples: Credit Agreement (TransMedics Group, Inc.), Guarantee and Collateral Agreement (TransMedics Group, Inc.)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all of the Pledged Stock held Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Lender hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Lender representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Lender so that the Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Lender pursuant to which the Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Grantor, or for the exercise by the Lender of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Arotech Corp), Pledge and Security Agreement (InfuSystem Holdings, Inc)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) such Grantor is orIn addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the case securities registration, securities disclosure or similar laws of any jurisdiction to which such additional Pledged Collateral will be, the legal record and beneficial owner thereofissuance or transfer may be subject, (cii) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are existing no restrictions on the transferability options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or such additional which obligate the issuer of any Capital Stock included in the Pledged Collateral to the Administrative Agent or with respect to the foreclosureissue additional Capital Stock, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.and
Appears in 2 contracts
Samples: Pledge and Security Agreement (Star Gas Partners Lp), Pledge and Security Agreement (Star Gas Partners Lp)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all of the Pledged Stock held Collateral. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by such it, free and clear of any Liens, except for the security interest granted to the Lender hereunder and Permitted Encumbrances. The Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Lender representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Lender so that the Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Lender pursuant to which the Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to the Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such Grantor is orissuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to the Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the case of any such additional Pledged Collateral will beto issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the legal record pledge by the Grantor of the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and beneficial owner thereofperformance of this Security Agreement by the Grantor, or for the exercise by the Lender of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not Equity Interests which constitute Pledged Stock hereunder, (e) any Collateral and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by such Grantor have been disclosed Collateral which represents Indebtedness owed to the Administrative Agent, and (f) as Grantor is subordinated in right of payment to each such Pledged Collateral Agreement relating other Indebtedness or subject to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Mam Software Group, Inc.), Pledge and Security Agreement (Mam Software Group, Inc.)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded AssetsCollateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (K2m Group Holdings, Inc.), Guarantee and Collateral Agreement (K2m Group Holdings, Inc.)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all of the Pledged Stock Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is fully paid and non-assessable, subject not in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (PLAYSTUDIOS, Inc.), Pledge and Security Agreement (PLAYSTUDIOS, Inc.)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessableassessable (to the extent applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock (except for Excluded Assets) hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 2 contracts
Samples: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Pledged Collateral. (a) The Pledged Stock pledged hereunder by such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral), in each case, as supplemented by a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment) (each a “Pledge Amendment”) from time to time hereunder.
(b) All of the Pledged Stock held (other than Pledged Stock in limited liability companies and partnerships) pledged hereunder by such Grantor has been duly and authorized, validly issued, issued and is fully paid and non-assessable, subject in nonassessable (to the case extent such concepts are applicable under the laws of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case jurisdiction of any such additional Pledged Collateral will be, organization of the legal record and beneficial owner issuer thereof, ).
(c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any Each of the Pledged Stock pledged by such Grantor have been disclosed constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable (to the Administrative Agent, and (f) as extent such concepts are applicable to each such Pledged Collateral Agreement relating to Stock under the Pledged Stock pledged by such Grantor, (ilaws of the jurisdiction of organization of the issuer thereof) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) subject to the best knowledge effects of such Grantor party theretoapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles, whether considered in a proceeding in equity or at law.
(d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 4.4(a) (Pledged Collateral) and Section 10.11 of the Credit Agreements.
(e) Except as permitted by the Credit Agreements and the Indenture, all Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account.
(f) Except as permitted by the Credit Agreements and the Indenture, other than Pledged Stock constituting General Intangibles, there exists is no material violation or material default under any such Pledged Collateral Agreement other than that represented by such Grantor Certificated Securities or Instruments in the other parties thereto, and (iii) such Grantor has not knowingly waived possession of the Collateral Agent or released any that consist of its material rights under or otherwise consented to Financial Assets held in a material departure from the terms and provisions of any such Pledged Collateral AgreementControl Account.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Revlon Consumer Products Corp), Pledge and Security Agreement (Revlon Consumer Products Corp)
Pledged Collateral. (a) All Pledgor hereby pledges to Pledgee, and creates in Pledgee for its benefit, subject to the rights of previous pledgees and other holders of security interests in the Pledged Stock held Collateral (as defined herein), a security interest, for such time as the Obligations shall remain outstanding, in and to all of Pledgor's right, title and interest in and to:
(i) the property (the "PLEDGED PROPERTY") listed on EXHIBIT 1 attached hereto (and signed by such Grantor has been duly and validly issuedPledgor), including, without limitation, any securities described therein (which securities are collectively referred to as the "PLEDGED SECURITIES"), now owned by Pledgor, and all machinery, equipment, automobiles, accounts receivable, inventory and general intangibles, patents, patent applications, licenses and all other intellectual property rights owned by or acquired by Borrower on or after the date of this Agreement; and
(ii) all products and proceeds from the Pledged Property. The Pledged Property in Section 2.1(a)(i) hereof, the Pledged Securities and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the "PLEDGED COLLATERAL." The security interest granted by Pledgor to Pledgee in and to the Pledged Collateral is fully paid subject to the rights of previous pledgees and non-assessable, subject other holders of security interests in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, Collateral.
(b) Simultaneously with the execution and delivery of this Agreement, Pledgor shall make, execute, acknowledge, file, record and deliver to Pledgee any documents reasonably requested by Pledgee to perfect its security interest in the Pledged Collateral. Simultaneously with the execution and delivery of this Agreement, Pledgor shall make, execute, acknowledge, file, record and deliver to Pledgee such Grantor is ordocuments and instruments, including, without limitation, financial statements, certificates, affidavits and forms as may, in the case of any such additional Pledged Collateral will bePledgee's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the legal record and beneficial owner thereof, (c) security interest of Pledgee in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Collateral, and Pledgee shall hold such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunderdocuments and instruments as secured party, (e) any and all Pledged Collateral Agreements which affect or relate subject to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementconditions contained herein.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Genetic Vectors Inc), Pledge and Security Agreement (Genetic Vectors Inc)
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes all that percentage of the issued and outstanding shares equity of Capital Stock all classes of each Issuer owned by such Grantor issuer thereof as set forth on Schedule 5 and (except for Excluded Assets)ii) has been duly authorized, validly issued and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute is fully paid and nonassessable (other than Pledged Stock hereunderin limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries).
(eb) any As of the date hereof and except to the extent required to be delivered (and actually delivered) to the First Lien Agent in accordance with the Intercreditor Agreement, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Collateral Agreements which affect or relate Investment Property consisting of instruments and certificates has been delivered to the voting or giving of written consents Collateral Agent to the extent required by and in accordance with respect Section 4.3(a).
(c) Subject to any the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock pledged by shall become a holder of such Pledged Stock to the same extent as such Grantor have been disclosed and be entitled to participate in the Administrative Agent, and (f) as to each management of the issuer of such Pledged Collateral Agreement relating to Stock and, upon the Pledged Stock pledged by such Grantor, (i) to transfer of the best knowledge entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Collateral Agreement contains Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock.
(d) After all Events of Default have been cured or waived, each Grantor will have the entire agreement between right to exercise the parties thereto with respect voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the subject matter thereof and is in full force and effect in accordance with its terms, terms of paragraph (iic) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementabove.
Appears in 2 contracts
Samples: Security Agreement (Thermon Holding Corp.), Security Agreement (Thermon Holding Corp.)
Pledged Collateral. (a) All As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests with an individual value in excess of $5,000,000; provided that the aggregate value of all such Equity Interests not listed on Exhibit C shall not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. As of the Effective Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessableassessable and (ii) all Pledged Collateral which represents indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, subject authenticated or issued and delivered by the issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, default thereunder.
(b) such Grantor is orIn addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the case securities registration, securities disclosure or similar laws of any jurisdiction to which such additional Pledged issuance or transfer may be subject that could reasonably be expected to materially and adversely affect the value of such Collateral will be, or the legal record and beneficial owner rights or remedies of the Administrative Agent in respect thereof, (cii) other than in connection with a disposition permitted pursuant Section 6.05 of the case Credit Agreement, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate any issuer of any Pledged Stock that is a Subsidiary of such Grantor or the Company to issue additional Equity Interests, and (iii) with respect to any Pledged Collateral of such Grantor constituting Instruments Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, there are no restrictions on or for the transferability of such Pledged Collateral or such additional Pledged Collateral to exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Stock pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) As of the Effective Date, or, with respect to the foreclosureany Additional Grantor, transfer or disposition thereof by the Administrative Agentsuch other date such Grantor became a party hereto, except as provided under applicable securities or “Blue Sky” lawsset forth in Exhibit C, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock Equity Interests of each Issuer issuer of Pledged Stock owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness (other than any such Indebtedness that is subordinated to the Administrative Agent, and (fSecured Obligations) as to each such Pledged Collateral Agreement relating or subject to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Smithfield Foods Inc), Pledge and Security Agreement (Smithfield Foods Inc)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral. Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to Agent for the benefit of Lenders hereunder. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non assessable, (ii) with respect to any certificates delivered to Agent representing any Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed Agent so that Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and Agent pursuant to which Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is fully paid and non-assessable, subject not in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, default thereunder.
(b) In addition, (i) none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such Grantor is orissuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Pledged Collateral or which obligate the issuer of any Capital Stock included in the case of any such additional Pledged Collateral will beto issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the legal record pledge by any Grantor of the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and beneficial owner thereofperformance of this Security Agreement by any Grantor, or for the exercise by Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) in the case of Pledged Stock of a Subsidiary of such Each Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into its respective Subsidiary or exchangeable for any shares of Capital Stock of any such Issuer that do not Subsidiaries which constitute Pledged Stock hereunder, (e) any Collateral and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 1 contract
Samples: Pledge and Security Agreement (Nevada Gold & Casinos Inc)
Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list of all of the Pledged Stock held Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control, except as otherwise permitted under the Credit Agreement, and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit F, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 1 contract
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Grantor, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement. Investment Accounts. Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto; Schedule 2 sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which such Grantor has an interest and, except as otherwise disclosed to the Administrative Agent, such Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the New York UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and In each case to the extent requested by the Administrative Agent, such Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any Certificated Securities (as defined in Section 9-102 of the New York UCC); (ii) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Accounts constituting Securities Accounts, Commodity Accounts, Securities Entitlements or Uncertificated Securities (each as defined in Section 9-102 of the New York UCC); (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts; and (iv) deliver all Instruments (as defined in Section 9-102 of the New York UCC) to the Administrative Agent to the extent required hereunder. Receivables. No amount payable to such Grantor under or in connection with any Receivable or other Right to Payment is evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment Account) or Chattel Paper which has not been delivered to the Administrative Agent. None of the account debtors or other obligors in respect of any Receivable in excess of $100,000 in the aggregate is the government of the United States or any agency or instrumentality thereof.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Alkami Technology, Inc.)
Pledged Collateral. (ai) All If any Grantor shall acquire, obtain, or receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within twenty (20) Business Days of acquiring or obtaining such Pledged Interests) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;
(ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property constituting Collateral that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall, subject to the requirements of the Intercreditor Agreement, deliver it forthwith to Agent in the exact form received;
(iii) [Reserved];
(iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Stock Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property constituting Collateral and, upon the occurrence and during the continuation of an Event of Default, to effect any sale or transfer thereof; provided that no Grantor shall have any obligation to make any filings or registrations to allow for a public sale of any Investment Property; and
(vi) As to all limited liability company or partnership interests, owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is ora securities account, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agenteach case, except as provided under applicable securities or “Blue Sky” lawsa Grantor may otherwise provide upon 10 days’ prior written notice to Agent. In addition, (d) none of the Pledged Stock pledged by such Grantor constitutes all of Operating Agreements, the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Pledged Partnership Agreements, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to other agreements governing any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative AgentInterests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, and (f) as to each provide or shall provide that such Pledged Collateral Agreement relating to Interests are securities governed by Article 8 of the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is Uniform Commercial Code as in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementrelevant jurisdiction.
Appears in 1 contract
Samples: Junior Lien Intercreditor Agreement (FTS International, Inc.)
Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Closing Date. Except as otherwise indicated on Exhibit F, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by it, free and clear of any Liens, except for the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties and the security interest granted in favor of the Revolving Facility Agent under the Revolving Facility Security Documents. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a Securities Intermediary is covered by a control agreement among such Grantor, the Securities Intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) to the best of such Grantor’s knowledge, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) such Grantor is orIn addition, in as of the case of any such additional Pledged Collateral will beClosing Date, to the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary best of such Grantor’s knowledge, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no restrictions on the transferability options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or such additional which obligate the issuer of any Capital Stock included in the Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of issue additional Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoStock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority in the United States or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
Appears in 1 contract
Samples: Term Facility Credit Agreement (Fender Musical Instruments Corp)
Pledged Collateral. (a) All As of the date hereof, Exhibit B sets forth a complete and accurate list of all Pledged Collateral held by the Grantor; provided that, (i) with respect to equity interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit B sets forth all such equity interests; (ii) with respect to equity interests issued by a non-Subsidiary, Exhibit B sets forth all such equity interests with an individual value in excess of $5,000,000; (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit B sets forth all such Instruments with an individual value in excess of $5,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit B sets forth all such Securities with an individual value in excess of $5,000,000. As of the date hereof, the Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit B as being owned by it, free and clear of any Liens, except for Permitted Liens. The Grantor further represents and warrants that (i) all Pledged Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in and (ii) all Pledged Collateral which represents indebtedness owed to the case Grantor by any Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law such indebtedness, is the legal, valid and any applicable partnership or operating agreement, binding obligation of such issuer.
(b) such Grantor is orIn addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the case securities registration, securities disclosure or similar laws of any jurisdiction to which such additional Pledged issuance or transfer may be subject that could reasonably be expected to materially and adversely affect the value of such Collateral will be, or the legal record rights and beneficial owner remedies of the Collateral Agent in respect thereof, (cii) in the case there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate any issuer of any Pledged Stock that is a Subsidiary of such Grantor or the Company to issue additional equity interests, and (iii) with respect to any Pledged Collateral of such Grantor constituting Instruments Stock issued by a Subsidiary of such Grantorthe Company, there are no restrictions on consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the transferability pledge by the Grantor of such Pledged Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Collateral Agent of the voting or such additional other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) As of the date hereof, (d) except as set forth in Exhibit B, the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock equity interests of each Issuer issuer of Pledged Stock owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by such Grantor have been disclosed Collateral which represents indebtedness owed to the Administrative Agent, and Grantor is subordinated in right of payment to other indebtedness (f) as to each other than any such Pledged Collateral Agreement relating indebtedness that is subordinated to the Pledged Stock pledged by such Grantor, (iObligations) or subject to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 1 contract
Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Closing Date. Such Grantor further represents and warrants as of the Closing Date that (A) all Pledged Collateral owned by it constituting Capital Stock held issued by a Subsidiary of such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in ; (B) with respect to any certificates delivered to the case of Pledged Administrative Agent representing Capital Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible; (C) [reserved]; and (D) all Pledged Collateral which represents Indebtedness owed to such Grantor by a Subsidiary of the Borrower, to the actual knowledge of such Grantor, has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) No consent, approval, authorization, or other action by, and no restrictions on giving of notice, filing with, any governmental authority or any other Person is required for the transferability pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except (i) the filing of financing statements with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” lawsany Pledged Collateral that is an uncertificated security, (dii) as may be required in connection with such disposition by laws affecting the Pledged Stock pledged by offering and sale of securities generally, (iii) for those consents which have been made or obtained prior to the effectiveness of such pledge and (iv) those, that if not obtained, would not reasonably be expected to have a Material Adverse Effect.
(c) As of the Closing Date, such Grantor constitutes all owns the percentage of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all constitutes Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any indicated in Exhibit D and none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed by a Subsidiary of the Borrower is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 1 contract
Samples: Abl Guarantee and Collateral Agreement (Rent a Center Inc De)
Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Securities listed on Exhibit D as being owned by such it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, ; (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Collateral Agent representing Equity Interests, either such certificates are Securities as defined in Article 8 of the Pledged Stock pledged UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor have been disclosed has so informed the Collateral Agent so that the Collateral Agent may take steps to the Administrative Agent, and perfect its security interest therein as a General Intangible; (fiii) as to each all such Pledged Collateral Agreement relating to the Pledged Stock pledged held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (ior such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best knowledge of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorIndebtedness, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.
Appears in 1 contract
Pledged Collateral. (a) All Exhibit E sets forth a complete and accurate list of all of the Pledged Stock held Collateral. The applicable Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit E as being owned by such it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest owned by it has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or with respect otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and, to the foreclosureknowledge of the Grantors, such issuer is not in material default thereunder.
(b) In addition, (i) none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or disposition thereof commitments of any character whatsoever (A) exist relating to the Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by any Grantor of the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative AgentAgent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit E, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not it which constitute Pledged Stock hereunder, (e) any Collateral and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by such Collateral which represents Indebtedness owed to any Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 1 contract
Pledged Collateral. 7.3.1 Pledged Equity.
(a) All of Schedule 7.3 lists all Investment Property and Pledged Equity owned by any Obligor. Such Obligor is the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereofof, (c) and has good and marketable title to, the Investment Property and Pledged Equity pledged by it hereunder, free of any and all Liens or options in the case of Pledged Stock of a Subsidiary of such Grantor favor of, or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantorclaims of, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentany other Person, except Permitted Liens.
(b) Except as provided under applicable securities or “Blue Sky” lawsset forth on Schedule 7.3, (d) the Pledged Stock Equity pledged by such Grantor each Obligor hereunder constitutes all of the issued and outstanding shares Equity Interests of Capital Stock all classes of Equity Interests of each Issuer owned by such Grantor Obligor.
(except for Excluded Assets)c) Except as set forth on Schedule 7.3, all Pledged Equity has been duly and validly issued and is fully paid and nonassessable.
7.3.2 CovenantsAs long as any Commitments or Obligations are outstanding, each Obligor shall:
(a) If such Grantor owns no securities convertible into Obligor shall become entitled to receive or exchangeable for shall receive any shares certificate, option or right in respect of Capital Stock the equity interests of any such Issuer that do not constitute Pledged Stock hereunderIssuer, (e) any and all Pledged Collateral Agreements which affect whether in addition to, in substitution of, as a conversion of, or relate to the voting or giving of written consents with respect to in exchange for, any of the Pledged Stock pledged Equity, or otherwise in respect thereof, such Obligor shall accept the same as the agent of Agent for the ratable benefit of the Secured Parties, hold the same in trust for Agent for the ratable benefit of the Secured Parties and deliver the same forthwith to Agent in the exact form received, duly indorsed by such Grantor have been disclosed Obligor to Agent, if required, together with an undated instrument of transfer covering such certificate duly executed in blank by such Obligor and with, if Agent so requests, signature guarantied, to be held by Agent, subject to the Administrative Agentterms hereof, as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Investment Property (other than Excluded Assets) or Pledged Equity upon the liquidation or dissolution of any Issuer shall be paid over to Agent to be held by it hereunder as additional Collateral for the Obligations, and (fii) in case any distribution of capital shall be made on or in respect of the Investment Property (other than Excluded Assets) or Pledged Equity or any property shall be distributed upon or with respect to the Investment Property (other than Excluded Assets) or Pledged Equity pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected Lien in favor of Agent, be delivered to Agent to be held by it hereunder as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property (other than Excluded Assets) or Pledged Equity shall be received by such Obligor, such Obligor shall, until such money or property is paid or delivered to Agent, hold such money or property in trust for Agent for the ratable benefit of the Secured Parties, segregated from other funds of such Obligor, as additional Collateral for the Obligations.
(b) Without the prior written consent of Agent, such Obligor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any Pledged Equity or proceeds thereof (except pursuant to a transaction expressly permitted hereunder), (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property (other than Excluded Assets) or Pledged Equity or proceeds thereof, or any interest therein, except for Permitted Liens, or (iii) enter into any agreement or undertaking restricting the right or ability of such Obligor or Agent to sell, assign or transfer any of the Investment Property (other than Excluded Assets) or Pledged Equity or proceeds thereof,
(c) In the case of each Obligor which is an Issuer, such Pledged Collateral Obligor agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property and Pledged Stock pledged Equity issued by it and will comply with such Grantorterms insofar as such terms are applicable to it, (iii) to it will notify Agent promptly in writing of the best knowledge occurrence of such Grantor, such Pledged Collateral Agreement contains any of the entire agreement between the parties thereto events described in Section 7.3.2(a) with respect to the subject matter thereof Investment Property (other than Excluded Assets) and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement Equity issued by such Grantor or the other parties thereto, it and (iii) the terms of Sections 7.3.3 shall apply to such Grantor has not knowingly waived or released Obligor with respect to all actions that may be required of it pursuant to Section 7.3.3 regarding the Investment Property and Pledged Equity issued by it.
(d) At any time and from time and to time, take such steps as Agent may reasonably request for Agent to obtain “control” (as defined in the UCC) of any Investment Property (other than Excluded Assets) and Pledged Equity with any agreements establishing control to be in form and substance reasonably satisfactory to Agent.
(e) In addition, none of the operative agreements governing any of its material rights the Investment Property (other than Excluded Assets) or Pledged Equity issued under any limited liability company operating agreement or otherwise consented partnership agreement provides or shall provide that such Investment Property or Pledged Equity constitutes securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; provided, however, that the such governing agreements may provide that such Investment Property or Pledged Equity constitutes securities governed by Article 8 of the applicable Uniform Commercial Code so long as the applicable Obligor granting a Lien in such Investment Property or Pledged Equity provides Agent with (i) prior written notice thereof and (ii) if such securities are certificated, delivery of such certificates, or if such securities are not certificated, a control agreement with respect to a material departure from the terms and provisions of any such Pledged Collateral Agreementsecurities.
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Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessableassessable (to the extent applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable domestic or foreign securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock (except for Excluded Assets) hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Axcelis Technologies Inc)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a Control Agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is fully paid and non-assessable, subject not in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
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Pledged Collateral. (a) All Exhibit B sets forth a complete and accurate list as of the date hereof of all Pledged Collateral owned by the Grantor. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit B as being owned by such it, free and clear of any Liens, except for the security interest granted to the Holder hereunder. The Grantor has further represents and warrants as of the date hereof that (i) all Pledged Collateral owned by it have been duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Holder representing the Pledged Collateral, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Holder so that the Holder may take steps to perfect its security interest therein as a General Intangible and (iii) except to the extent otherwise permitted by the Holder, all Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, Collateral held by a securities intermediary in a Securities Account is covered by a Securities Account Control Agreement.
(b) such In addition, (i) none of the Pledged Collateral owned by the Grantor is orhas been issued or transferred in violation of the securities registration, in the case securities disclosure or similar laws of any jurisdiction to which such additional Pledged Collateral will be, the legal record and beneficial owner thereofissuance or transfer may be subject, (cii) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on existing options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the transferability issuer of such Pledged Collateral or such to issue additional Pledged Collateral Equity Interests to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by the Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by the Grantor, or for the exercise by the Holder of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except (A) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, (B) the filings required to perfect the Lien granted to the Administrative Agent on such Pledged Collateral or (C) as have already been obtained from or by such governmental authority or other Person, as applicable.
ARTICLE IV COVENANTS From the date of this Agreement, and thereafter until the Termination Date, the Grantor agrees that:
Appears in 1 contract
Samples: Exchange Agreement
Pledged Collateral. (a) All Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit E as being owned by such it, free and clear of any Liens, except for the Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent or with respect to its bailee for perfection representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the foreclosure, transfer or disposition thereof UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative AgentAgent so that the Administrative Agent and/or its bailee for perfection may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement pursuant to which the Administrative Agent or its bailee for perfection has Control and (iv) to such Grantor’s knowledge and except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been otherwise disclosed to the Administrative Agent, and (f) as to each such all Pledged Collateral Agreement representing Indebtedness owed to such Grantor and delivered to the Administrative Agent or its bailee for perfection has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally) is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral issued by a Subsidiary of any Grantor (the “Subsidiary Pledged Collateral”) has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Subsidiary Pledged Stock pledged Collateral or which obligate the issuer of any Equity Interest included in the Subsidiary Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of the Subsidiary Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, (i) to or for the best knowledge exercise by the Administrative Agent of such Grantor, such the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Subsidiary Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect pursuant to the subject matter thereof this Security Agreement, except as have been obtained, taken or filed and is are in full force and effect or as may be required in accordance connection with its termssuch disposition by laws affecting the offering and sale of securities generally.
(c) As of the Effective Date, (ii) to the best knowledge of except as set forth in Exhibit E, such Grantor party thereto, there exists no material violation or material default under any such owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agreement owned by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementit.
Appears in 1 contract
Samples: Pledge and Security Agreement (Interline Brands, Inc./De)
Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Closing Date. Except as otherwise indicated on Exhibit F, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by it, free and clear of any Liens, except for the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties and the security interest granted in favor of the Term Facility Agent under the Term Facility Security Documents. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a Securities Intermediary is covered by a control agreement among such Grantor, the Securities Intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) to the best of such Grantor’s knowledge, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) such Grantor is orIn addition, in as of the case of any such additional Pledged Collateral will beClosing Date, to the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary best of such Grantor’s knowledge, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no restrictions on the transferability options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or such additional which obligate the issuer of any Capital Stock included in the Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of issue additional Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoStock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority in the United States or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
Appears in 1 contract
Samples: Revolving Facility Credit Agreement (Fender Musical Instruments Corp)
Pledged Collateral. (a) All As of the Closing Date, the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Collateral and the percentage of the total issued and outstanding Capital Stock held of the issuer represented thereby. As of the Closing Date, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on the Perfection Certificate as being owned by such it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued by the issuer thereof and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent (or with respect to its bailee) representing an Capital Stock, either such certificates are Securities as defined in Article 8 of the foreclosure, transfer or disposition thereof UCC as a result of actions by the Administrative Agentissuer or otherwise, except as provided under applicable securities or “Blue Sky” lawsor, (d) the Pledged Stock pledged by if such certificates are not Securities, such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to has so informed the Administrative Agent, and Agent so that the Administrative Agent (for its bailee) may take steps to perfect its security interest therein as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoa General Intangible, and (iii) such Grantor it has not knowingly waived used its commercially reasonable efforts to ensure that all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Administrative Agent (or released its bailee) pursuant to which the Administrative Agent (or its bailee) has Control.
(i) Except as permitted under the Credit Agreement, none of the Pledged Collateral is or will be subject to any option, right of its material rights under first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that reasonably could prohibit, impair, delay or otherwise consented to a material departure from affect the terms and provisions pledge of any such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder, and (ii) no consent, approval, authorization, or other action by, and no giving of notice or filing with, any governmental authority or any other Person is required for the pledge by the Grantors of the Pledged Collateral pursuant to this Security Agreement or for the exercise by the Administrative Agent of the voting or other rights with respect to the Pledged Collateral provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except (x) those that have been made or obtained, (y) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally or (z) as may be required by law in connection with an exercise of remedies.
Appears in 1 contract
Samples: Pledge and Security Agreement (Amscan Holdings Inc)
Pledged Collateral. (a) All As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, Schedule 2 sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor (other than any Pledged Collateral held in a Securities Account). As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed in Schedule 2 as being owned by such it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, ; (bii) such Grantor is or, in the case of any such additional all Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of credited to a Subsidiary Securities Account maintained with a Securities Intermediary of such Grantor or (if any) is subject to an Investment Property Control Agreement (if requested by the Collateral Agent) between the Securities Intermediary and the Collateral Agent as the result of which the Collateral Agent has Control over such Pledged Collateral Collateral; (iii) as of such Grantor constituting Instruments issued by a Subsidiary the date hereof and to the knowledge of such Grantor, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is a legal, valid and binding obligation of such issuer and such issuer is not in default thereunder; and (iv) none of the Pledged Collateral that is an interest in a partnership or a limited liability company and is subject to the STA: (A) is dealt in or traded on any securities exchange or in any securities market; (B) expressly provides by its terms that it is a “security” for the purposes of the STA or any other similar provincial legislation; or (C) is held in a Securities Account.
(b) Such Grantor has not consented to any Person other than the Collateral Agent entering into, nor has become a party to, an Investment Property Control Agreement in respect of any Investment Property or Securities Account included in the Collateral, and no such Investment Property Control Agreement is outstanding and in force.
(c) In addition, (i) to such Grantor’s knowledge without any independent obligation to verify same and the relevant issuer’s knowledge, if such issuer is a Subsidiary of the Issuer, none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) to such Grantor’s knowledge without any independent obligation to verify same and the relevant issuer’s knowledge, if such issuer is a Subsidiary of the Issuer, there are existing no restrictions on options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate the transferability issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Agreement, or for the exercise by the Collateral Agent of the voting or other rights with respect to such additional Pledged Collateral provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the Administrative Agent offering and sale of securities generally or as may be required with respect to the foreclosurepledge of Equity Interests of issuers organized under the laws of a jurisdiction outside Canada or the United States.
(d) As of the date hereof, transfer or disposition thereof by the Administrative Agentor, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, except as provided under applicable securities or “Blue Sky” lawsset forth in Schedule 2, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock Equity Interests of each Issuer owned by issuer of Pledged Stock identified on Schedule 2 and none of the Pledged Collateral which represents Indebtedness owed to such Grantor (except for Excluded Assets), Indebtedness owed by any other Grantor or its Subsidiaries where subordination is required pursuant to the terms of the Indenture and such Grantor owns no securities convertible into Additional Pari Passu Agreements) is subordinated in right of payment to other Indebtedness or exchangeable for any shares subject to the terms of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, an indenture.
(e) any Each Grantor represents and warrants that all Pledged Collateral Agreements which affect certificates, agreements or relate to the voting instruments representing or giving of written consents with respect to any of evidencing the Pledged Stock pledged by such Grantor and any Instrument, Certificated Security or Chattel Paper evidencing Collateral in existence on the date hereof have been disclosed delivered to the Administrative Agent, Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (f) as to each such Pledged that the Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor Agent has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.perfected first priority security interest therein
Appears in 1 contract
Samples: Canadian Collateral Agreement (Thompson Creek Metals CO Inc.)
Pledged Collateral. (a) All As of the Effective Date, Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Secured Parties hereunder and as permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control; provided, however, that no such control agreement shall be required in respect of any Excluded Account or for the 90 day period (or such longer period as agreed by the Administrative Agent in its Permitted Discretion) after the Effective Date and (iii) to the knowledge of the applicable Grantor, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer (subject to debtor relief and bankruptcy laws and to general principles of equity) and such issuer is fully paid and non-assessable, subject not in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) As of the Effective Date, (d) the Pledged Stock pledged by except as set forth in Exhibit G, such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
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Pledged Collateral. (a) All Exhibit E sets forth a complete and accurate (in all material respects) list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit E as being owned by such it, free and clear of any Liens, except for the security interest granted to the Administrative Agent, for the benefit of the Secured Parties hereunder, and any Liens permitted under Section 6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest of a Subsidiary of a Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, and is fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary will be covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control within the time period set forth in this Security Agreement and (iv) to such Grantor’s knowledge all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) to such Grantor Grantor’s knowledge none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral is orand will continue to be freely transferable and assignable, (iii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the case Pledged Collateral to issue additional Equity Interests, and none of the Pledged Collateral is subject to any right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any such additional Pledged Collateral will benature that would materially prohibit, impair, delay or otherwise affect the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability pledge of such Pledged Collateral hereunder, the sale or such additional Pledged Collateral to disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder and (iv) no consent, approval, authorization, or with respect other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the foreclosureexecution, transfer delivery and performance of this Security Agreement by such Grantor, or disposition thereof for the exercise by the Administrative AgentAgent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit E, or “Blue Sky” lawsas expressly permitted pursuant to Section 6.06 of the Credit Agreement, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
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Pledged Collateral. (a) All As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest in the case of Pledged Stock constituting a limited partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership company, either such certificates represent Securities as defined in Article 8 of the UCC as a result of actions by the issuer or operating agreementotherwise, (b) or, if such certificates do not represent Securities, such Grantor is or, in has so informed the case of any Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible (iii) all such additional Pledged Collateral will bethat is held by a securities intermediary, to the extent required by the Indenture, is covered by a control agreement among such Grantor, the legal record securities intermediary and beneficial owner thereof, the Collateral Agent pursuant to which the Collateral Agent has Control and (civ) in as of the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary date hereof and to the knowledge of such Grantor, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred by an Affiliate of such Grantor in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) other than in connection with a disposition permitted pursuant to the Indenture, there are existing no restrictions on options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate the transferability issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement, or for the exercise by the Collateral Agent of the voting or other rights with respect to such additional Pledged Collateral provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the Administrative Agent offering and sale of securities generally or as may be required with respect to the foreclosurepledge of Equity Interests of issuers organized under the laws of a jurisdiction outside the United States and Canada.
(c) As of the date hereof, transfer or disposition thereof by the Administrative Agentor, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, except as provided under applicable securities or “Blue Sky” lawsset forth in Exhibit C, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock Equity Interests of each Issuer issuer of Pledged Stock owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor (except for Excluded Assets), and such Indebtedness owed by any other Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate its Subsidiaries where subordination is required pursuant to the voting or giving of written consents with respect to any terms of the Pledged Stock pledged by such Grantor have been disclosed Indenture) is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 1 contract
Samples: Indenture (Easton-Bell Sports, Inc.)
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all of the Pledged Stock held Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
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Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Grantor, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of a Responsible Officer of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of a Responsible Officer of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Alkami Technology, Inc.)
Pledged Collateral. (a) All As of the Filing Date, Exhihbit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor, is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhihbit E as being owned by such it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting capital stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing capital stock, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is (or, within 60 days of the Filing Date, will be) covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control, (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by another Grantor or limited liability company membership interests Subsidiary has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder and (v) to future assessments required under applicable law such Grantor’s knowledge, all Pledged Collateral which represents Indebtedness owed to such Grantor (other than Indebtedness covered by item (iv) above) has been duly authorized, authenticated or issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) such Grantor is orIn addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the case securities registration, securities disclosure or similar laws of any jurisdiction to which such additional Pledged Collateral will be, the legal record and beneficial owner thereofissuance or transfer may be subject, (cii) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantorexcept as set forth on Exhihbit E, there are existing no restrictions on options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the transferability issuer of any capital stock included in the Pledged Collateral to issue additional capital stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person, other than the Bankruptcy Court in connection with the Orders, is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhihbit E, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer capital stock which constitute Pledged Collateral owned by it and, to such Grantor (except for Excluded Assets)Grantor’s knowledge, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 1 contract
Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Securities listed on Exhibit D as being owned by such it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, ; (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Collateral Agent representing Equity Interests, either such certificates are Securities as defined in Article 8 of the Pledged Stock pledged UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor have been disclosed has so informed the Collateral Agent so that the Collateral Agent may take steps to the Administrative Agent, and perfect its security interest therein as a General Intangible; (fiii) as to each all such Pledged Collateral Agreement relating held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (or such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Stock pledged Collateral which represents Indebtedness owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorIndebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) to the best knowledge pledge of such Grantor, such the Pledged Collateral pursuant to this Agreement contains does not violate Regulation T, U or X of the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termsFederal Reserve Board or any successor thereto, (ii) to the best knowledge of such Grantor party theretoGrantor’s knowledge, there exists no none of the Pledged Collateral owned by it has been issued or transferred in material violation of the securities registration, securities disclosure or material default under similar laws of any jurisdiction to which such issuance or transfer may be subject, (iii) as of the Closing Date there are existing no options, warrants, calls or commitments of any character whatsoever (A) relating to such Pledged Collateral or (B) which obligate the issuer of any Equity Interests included in the Pledged Collateral that is a direct or indirect subsidiary of any Borrower to issue additional Equity Interests, and (iv) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor Grantor, or for the exercise by the Collateral Agent of the voting or other parties thereto, and (iii) such Grantor has not knowingly waived rights provided for in this Agreement in accordance with the Intercreditor AgreementAgreements or released any for the remedies in respect of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally or where the absence of which could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit G as being owned by such it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a Securities Account Control Agreement and (iv) all Pledged Collateral which represents indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such Grantor is orissuance or transfer may be subject, (ii) except as disclosed in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such GrantorCredit Agreement, there are existing no restrictions on options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the transferability issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) as of the Pledged Stock pledged by Effective Date, such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
Appears in 1 contract
Samples: Pledge and Security Agreement (Natural Gas Services Group Inc)
Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Securities listed on Exhibit D as being owned by such it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests ; (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Collateral Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC (or with respect to the foreclosureEquity Interests owned by Foreign Domiciled Grantors, transfer or disposition thereof as defined in any other Applicable Law, as applicable) as a result of actions by the Administrative Agentissuer or otherwise, except as provided under applicable securities or “Blue Sky” lawsor, (d) the Pledged Stock pledged by if such certificates are not Securities, such Grantor constitutes has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all of such Pledged Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the issued securities intermediary and outstanding shares of Capital Stock of each Issuer owned the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (or such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents solely with respect to any Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Pledged Stock pledged Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such Grantor have been disclosed to Indebtedness, is the Administrative Agentlegal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(fb) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such GrantorIn addition, (i) to the best knowledge pledge of such Grantor, such the Pledged Collateral pursuant to this Agreement contains does not violate Regulation T, U or X of the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termsFederal Reserve Board or any successor thereto, (ii) to the best knowledge of such Grantor party theretoGrantor’s knowledge, there exists no none of the Pledged Collateral owned by it has been issued or transferred in material violation of the securities registration, securities disclosure or material default under similar laws of any jurisdiction to which such issuance or transfer may be subject, (iii) as of the Closing Date there are existing no options, warrants, calls or commitments of any character whatsoever (A) relating to such Pledged Collateral or (B) which obligate the issuer of any Equity Interests included in the Pledged Collateral that is a direct or indirect subsidiary of any Borrower to issue additional Equity Interests, and (iv) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor Grantor, or for the exercise by the Collateral Agent of the voting or other parties thereto, and (iii) such Grantor has not knowingly waived rights provided for in this Agreement in accordance with the Intercreditor Agreements or released any for the remedies in respect of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally or where the absence of which could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Collateral Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Collateral Agent, except as provided under applicable securities or “Blue Sky” lawsmay be required in connection with the disposition of any Investment Property, by laws generally affecting the offer and sale of securities, (d) the Pledged Stock pledged by such Grantor constitutes constitute all of the issued and outstanding shares of Capital Stock Equity Interests of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock Equity Interests of any such Issuer that do not constitute Pledged Stock hereunderhereunder (except for Excluded Assets), (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Collateral Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Rightside Group, Ltd.)
Pledged Collateral. Any Borrower shall, (a) All at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock held Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock Borrower constituting partnership interests or limited liability company membership interests interests, shall, to future assessments required under applicable law the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any applicable partnership or operating agreement, event within three (b3) such Grantor is or, in Business Days after receipt thereof by Borrower) to the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, Agent; (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor upon acquiring any new Equity Interests constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosureInstruments constituting Collateral, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, within twenty (d20) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, Business Days (i) deliver to the best knowledge of Agent an updated Schedule 5.15 hereto, in form reasonably satisfactory to Agent, identifying such Grantoradditional Equity Interests, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which shall be attached to the subject matter thereof and is in full force and effect in accordance with its termsthis Agreement, (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than New Parent, to the best knowledge extent the Organizational Documents of such Grantor party theretoBorrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, there exists no material violation Borrowers shall not be required to deliver stock certificates, stock powers or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretocontrol agreements, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.and
Appears in 1 contract
Samples: Loan and Security Agreement (BridgeBio Pharma, Inc.)
Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list of all of the Pledged Stock held Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and other Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral listed on Exhibit F owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of Pledged Stock constituting partnership interests actions by the issuer or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreementotherwise, (b) or, if such certificates are not Securities, such Grantor is orhas so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, in the case of any such additional and (iii) all Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of which represents Indebtedness owed to such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary has, to the knowledge of such Grantor, there are been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no restrictions on options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the transferability issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit F, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into is subordinated in right of payment to other Indebtedness or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate subject to the voting terms of an indenture.
(d) Notwithstanding anything to the contrary in this Security Agreement or giving in any other Loan Document, each Grantor shall:
(i) on or before March 31, 2020 or such later date as the Administrative Agent may determine in its reasonable discretion, deliver to the Administrative Agent the originals of written consents all “Notes or other Instruments Payable to the Company” as described in Exhibit F which evidence amounts payable to any Grantor in excess of $10,000,000 with respect to any single Instrument or $25,000,000 in the aggregate for all such Instruments, together with appropriate endorsements duly executed in blank;
(ii) on or before January 31, 2020 or such later date as the Administrative Agent may determine in its reasonable discretion, deliver to the Administrative Agent originals of all instruments and certificates evidencing the Pledged Stock pledged by such Grantor have been disclosed Equity Interests of all Domestic Subsidiaries described in Exhibit F (other than any instruments and certificates previously delivered to the Administrative Agent), and together with appropriate stock powers, endorsements or other powers duly executed in blank;
(fiii) on or before March 31, 2020 or such later date as to each such Pledged Collateral Agreement relating the Administrative Agent may determine in its reasonable discretion, deliver to the Pledged Stock pledged by such GrantorAdministrative Agent originals of all instruments and certificates evidencing Equity Interests of all Material Foreign Subsidiaries (to the extent the Equity Interests is certificated) described in Exhibit F, together with appropriate stock powers, endorsements or other powers duly executed in blank;
(iiv) to the best knowledge extent the Equity Interests of any Material Foreign Subsidiary is not certificated, take such Grantoradditional actions reasonably requested by the Administrative Agent in the local jurisdiction of any such Material Foreign Subsidiary to create and perfect the first priority security interest in any such Equity Interests, including without limitation opinions of counsel and other documents and requirements reasonably requested by the Administrative Agent; and
(v) after the occurrence of a Default, other than any Excluded Collateral (A) deliver to the Administrative Agent originals of all instruments and certificates evidencing Equity Interests of all Foreign Subsidiaries (to the extent the Equity Interests is certificated and it has not previously been delivered to the Administrative Agent) described in Exhibit F, together with appropriate stock powers, endorsements or other powers duly executed in blank and (B) take such Pledged Collateral Agreement contains other action in the entire agreement between the parties thereto local jurisdiction of any Foreign Subsidiary with respect to the subject matter thereof Equity Interests of any Foreign Subsidiary requested by the Administrative Agent to create and is perfect the first priority security interest in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement Equity Interests, including without limitation opinions of counsel and other documents and requirements requested by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementAdministrative Agent.
Appears in 1 contract
Pledged Collateral. (a) All Schedule I hereto sets forth a complete and accurate list, as of the Closing Date, of all of the Pledged Stock held Collateral and, with respect to any Pledged Collateral constituting any Equity Interest, the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. As of the Closing Date, each Grantor is the legal and beneficial owner of the Pledged Collateral listed on Schedule I as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent, for the benefit of the Secured Parties, hereunder and Liens permitted under Section 7.01 of the Credit Agreement. Each Grantor further represents and warrants that, as of the Closing Date:
(i) all Pledged Collateral constituting an Equity Interest issued by a Grantor or a wholly owned Subsidiary of a Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the issuer thereof and are fully paid and (if applicable) non-assessable,
(ii) with respect to any certificates delivered to the Collateral Agent (or its non-fiduciary agent or designee) representing an Equity Interest of a Person organized under the laws of a state of the United States, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent (or its non-fiduciary agent or designee) may take steps to perfect its security interest therein as a General Intangible, and
(iii) to the best of its knowledge, any Pledged Collateral that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer, subject to applicable Debtor Relief Laws and general principles of equity, and such issuer is fully paid and non-assessable, subject not in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, default thereunder.
(b) such Grantor As of the Closing Date, except for restrictions and limitations imposed or permitted by the Loan Documents or securities laws generally, none of the Pledged Collateral is orsubject to any option, in the case right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any such additional Pledged Collateral will benature that might prohibit, impair, delay or otherwise affect the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability pledge of such Pledged Collateral hereunder, the sale or such additional Pledged disposition thereof pursuant hereto or the exercise by the Collateral to Agent of rights and remedies hereunder; provided, however, that the Administrative Agent or exercise of rights and remedies with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock Collateral constituting Equity Interests of any such Issuer that do not constitute Pledged Stock hereunder, (e) Subsidiary is and will remain limited by and subject to the requirements of any and all Pledged Collateral Agreements which affect or relate to the voting or giving applicable requirements of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, Law (including rules and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions regulations of any self-regulatory organization of which such Pledged Collateral AgreementSubsidiary is a member).
Appears in 1 contract
Pledged Collateral. (ai) All If any Grantor shall acquire, obtain or receive any Pledged Interests after the Issue Date, it shall promptly deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;
(ii) Upon the occurrence and during the continuance of an Event of Default under the Indenture, all sums of money and property paid or distributed in respect of the Investment Property constituting Collateral that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent, the Trustee and the Noteholders segregated from such Grantor’s other property, and such Grantor shall, subject to the requirements of the Pari Passu Intercreditor Agreement and Junior Lien Intercreditor Agreement, deliver it forthwith to Agent in the exact form received;
(iii) [Reserved].
(iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Stock Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Indenture Documents;
(v) Each Grantor agrees that it will obtain all necessary approvals and make all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest in favor of the Agent on the Investment Property constituting Collateral and, upon the occurrence and during the continuation of an Event of Default under the Indenture, to effect any sale or transfer thereof; provided that no Grantor shall have any obligation to make any filings or registrations to allow for a public sale of any Investment Property.
(vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor has been duly and validly issuedin a securities account. In addition, and is fully paid and non-assessable, subject in none of the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will beOperating Agreements, the legal record and beneficial owner thereofPledged Partnership Agreements, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to other agreements governing any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative AgentInterests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, and (f) as to each provide or shall provide that such Pledged Collateral Agreement relating to Interests are securities governed by Article 8 of the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is Uniform Commercial Code as in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementrelevant jurisdiction.
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Samples: Junior Lien Intercreditor Agreement (FTS International, Inc.)
Pledged Collateral. (a) All Exhibit H sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit H as being owned by such it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a Securities Account Control Agreement and (iv) all Pledged Collateral which represents indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by such Grantor is orhas been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the case of any such additional Pledged Collateral will beto issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of pledge by such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit H, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
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Pledged Collateral. 3.10.1 Exhibit “E” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property owned by such Grantor as of the Closing Date but shall not include any Excluded Assets (a) All “Pledged Collateral”). Each Grantor is the direct and beneficial owner of the Pledged Collateral listed on Exhibit “E” as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1.4 hereof. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting Capital Stock have been (to the extent such concepts are relevant with respect to such Capital Stock) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding Capital Stock of the respective issuers thereof indicated on Exhibit “E” hereto and, in the case of limited liability companies and partnerships, are not represented by a certificate and have not provided that they securities governed by Article 8 of the UCC, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement, (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Collateral Agent, all Pledged Collateral representing indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issueddelivered by the issuer of such indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity) is fully paid not in default thereunder and non-assessable(v) with respect to Securities constituting Collateral that are uncertificated (other than uncertificated Securities credited to a Securities Account) owned by any Grantor, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in has caused the case of any such additional Pledged issuer thereof either to (A) register the Collateral will be, Agent as the legal record and beneficial registered owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor security or Pledged Collateral of (B) agree in an authenticated record with such Grantor constituting Instruments issued and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by a Subsidiary the Collateral Agent, or the Collateral Agent, as an agent of the Collateral Agent, without further consent of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.
Appears in 1 contract
Samples: Credit Agreement
Pledged Collateral. Exhibit D sets forth a complete and accurate list of all Pledged Securities (aprovided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) All owned by such Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Securities listed on Exhibit D as being owned by such it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, ; (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Collateral Agent representing Equity Interests, either such certificates are Securities as defined in Article 8 of the Pledged Stock pledged UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor have been disclosed has so informed the Collateral Agent so that the Collateral Agent may take steps to the Administrative Agent, and perfect its security interest therein as a General Intangible; (fiii) as to each all such Pledged Collateral Agreement relating to the Pledged Stock pledged held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (ior such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best knowledge of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorIndebtedness, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.
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Pledged Collateral. (a) All Schedule 9 to the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Stock held Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Schedule 9 to the Perfection Certificate as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control, (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder, (v) none of the Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests constitute Certificated Securities or Uncertificated Securities (as each such term is defined in the case UCC in effect in the State of Illinois on the date hereof), and (vi) such Grantor has the unencumbered right to grant a security interest in and pledge the Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, Collateral.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Schedule 9 to the Perfection Certificate, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
(d) On or before the date of this Security Agreement, such Grantor has delivered to the Administrative AgentAgent all certificates (if any) evidencing its Pledged Equity Interests and owned by it on the date of this Security Agreement. Upon the later of the date of this Security Agreement and the filing or recordation of the financing statements referred to in Sections 4.1(b) and 6.2(a), the Administrative Agent holds a perfected first-priority security interest in such Pledged Equity Interests for the benefit of the Secured Parties, to the extent a security interest can be perfected in such collateral either through the filing of financing statements described in such Sections or the delivery of such certificates evidencing such collateral to, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge possession of such Grantorcollateral by, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementAdministrative Agent.
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Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all of the Pledged Stock held Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by such Grantor is orhas been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the case of any such additional Pledged Collateral will beto issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of pledge by such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or with other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
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Pledged Collateral. (a) Annexed hereto as Schedule 10 is a correct and complete list as of the date hereof, of all the Pledged Securities hereunder showing, as to each, the entity whose stock or other Equity Interests are being pledged, the Pledgor of such stock or other Equity Interests, the stock certificate number (as applicable) and the number of shares or amount of the capital stock or other Equity Interests being pledged hereunder. Each Pledgor (i) is the legal and beneficial owner of, and has sole right, title and interest to, the Pledged Securities owned by such Pledgor, free and clear of all Liens, security interests or other encumbrances whatsoever, except the security interests created by this Security Agreement and the other Fundamental Documents, and the Liens in connection with the Existing Credit Agreement and (ii) has sole right and power to pledge, and grant the security interest in, and Lien upon, such Pledged Securities pursuant to this Security Agreement without the consent of any Person or Governmental Authority whatsoever other than any such consent which shall have been obtained on or before the Effective Date.
(b) All of the Pledged Stock held by such Grantor has been Securities are duly and authorized, validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, .
(c) in Except for contractual restrictions disclosed on Schedule 10 and restrictions created herein or under applicable securities laws and the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantorregulations promulgated thereunder, there are no restrictions on the transferability transfer of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed Securities. Except for restrictions under applicable securities laws and the regulations promulgated thereunder, there are no restrictions on the transfer of any of the Pledged Securities which would limit the ability of the Collateral Agent to foreclose upon and dispose of any of the Administrative AgentPledged Securities upon the occurrence of an Event of Default.
(d) Except as set forth on Schedule 10, there are no warrants, options, conversion or similar rights currently outstanding with respect to, and (f) as no agreements to each such Pledged Collateral Agreement relating to purchase or otherwise acquire, any shares of the capital stock or other Equity Interests of any issuer of any of the Pledged Stock pledged by such Grantor, (i) to Securities; and there are no securities or obligations of any kind convertible into any shares of the best knowledge capital stock or other Equity Interests of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge any issuer of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementSecurities.
Appears in 1 contract
Samples: Pledge and Security Agreement (Lions Gate Entertainment Corp /Cn/)
Pledged Collateral. (a) All Exhibit B sets forth a complete and accurate list of all of the Pledged Stock held Collateral owned by such Grantor Pledgor. Pledgor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit B as being owned by Pledgor, free and clear of any Liens, except for the security interest granted to Lender. Pledgor further represents and warrants that (i) all Pledged Collateral owned by Pledgor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-non assessable, subject and (ii) with respect to any certificates delivered to Lender representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of Pledged Stock constituting partnership interests actions by the issuer or limited liability company membership interests otherwise, or, if such certificates are not Securities, Pledgor has so informed Lender so that Lender may take steps to future assessments required under applicable law and any applicable partnership or operating agreement, perfect its security interest therein as a General Intangible.
(b) In addition, (i) none of the Pledged Collateral owned by Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such Grantor is orissuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to the Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the case of any such additional Pledged Collateral will beto issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the legal record pledge by Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery and beneficial owner thereofperformance of this Pledge Agreement by Pledgor, or for the exercise by Lender of the voting or other rights provided for in this Pledge Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all Pledgor owns 100% of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not Equity Interests which constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementCollateral.
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Pledged Collateral. (a) All Exhibit H sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit H as being owned by such it, free and clear of any Liens, except for the security interest granted to the Secured Party for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Secured Party representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Secured Party so that the Secured Party may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a securities intermediary is covered by a Securities Account Control Agreement and (iv) all Pledged Collateral which represents indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by such Grantor is orhas been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the case of any such additional Pledged Collateral will beto issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of pledge by such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Grantor, or for the exercise by the Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally.
(c) Except as set forth in Exhibit H, (d) the Pledged Stock pledged by such Grantor constitutes all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents indebtedness owed to such Grantor have been disclosed is subordinated in right of payment to other indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.
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Pledged Collateral. (a) All of the The Pledged Stock held by such Grantor has Equity Interests have been duly authorized and validly issued, issued and is are fully paid and non-assessable. The Pledged Notes of any Grantor’s Subsidiaries (if any), subject in and, to the case best of each Grantor’s knowledge, all other Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law Notes, have been duly authorized, issued and any applicable partnership or operating agreementdelivered, and is the legal, valid, binding and enforceable obligation of the issuers thereof.
(b) such The Pledged Equity Interests indicated on Schedule IV hereto constitute all of the shares of stock held by each Grantor is or, of the respective issuers thereof who are not Foreign Subsidiaries and constitute 65% of all of the shares of stock of the respective issuers who are Foreign Subsidiaries. The Pledged Equity Interests and the Pledged Notes constitute all of the Pledged Collateral except for Pledged Collateral consisting of checks and drafts received in the case ordinary course of business and with respect to which the Agent has not at any such additional Pledged time requested possession and which are not a material portion of the Collateral will beunder this Agreement (the “Personal Property Collateral”), either singly or in the legal record and beneficial owner thereof, aggregate.
(c) The pledge and delivery of the Pledged Collateral pursuant to this Agreement and all other filings and other actions taken by each Grantor to perfect such security interest prior to the date hereof, create a continuing, valid and perfected first priority security interest in the case Pledged Collateral, securing the payment of Pledged Stock of a Subsidiary of such Grantor or the Obligations except for Pledged Collateral consisting of checks and drafts received in the ordinary course of business with respect to which the Agent has not at any time requested possession and which are not a material portion of the Personal Property Collateral, either singly or in the aggregate.
(d) So long as no Event of Default shall have occurred and be continuing:
(i) Each Grantor, and not the Agent, shall be entitled to exercise any and all voting and other rights of consent or approval pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that no Grantor shall exercise or refrain from exercising any such Grantor constituting Instruments issued right without the consent of the Agent if such action or inaction would have a material adverse effect on the benefits to the Agent, the Lenders and the Issuing Banks, including, without limitation, the validity, priority or perfection of the security interest granted hereby or the remedies of the Agent hereunder.
(ii) Each Grantor, and not the Agent, shall be entitled to receive and retain any and all dividends, principal and interest paid in respect of the Pledged Collateral provided, however, that any and all dividends, principal and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, shall forthwith be delivered to the Agent to hold as Pledged Collateral and shall, if received by a Subsidiary any Grantor, be received in trust for the benefit of the Lenders and the Issuing Banks, be segregated from the other property or funds of such Grantor, there and be forthwith delivered to the Agent, as Pledged Collateral in the same form as so received (with any necessary indorsement).
(iii) The Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(e) Upon the occurrence and during the continuance of an Event of Default and at the direction of the Required Lenders:
(i) All rights of any Grantor to exercise the voting and other rights of consent or approval which it would otherwise be entitled to exercise pursuant to Section 10(d)(i) hereof and to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 10(d)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Agent, who shall thereupon have the sole right to exercise such voting and other rights of consent or approval and to receive and hold as Pledged Collateral such dividends, principal and interest payments which shall forthwith be delivered to the Agent to be applied to the Obligations in such order as provided in Section 7.25 (or, if applicable, Section 3.5) of the Credit Agreement .
(ii) All dividends, principal and interest payments which are received by any Grantor contrary to the provisions of paragraph (ii) of Section 10(d) hereof shall be received in trust for the benefit of the Lenders and the Issuing Banks and shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary indorsement).
(f) Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity Interests subject to its control not to issue any stock or other securities in addition to or in substitution for the Pledged Shares issued by such issuer, except to such Grantor or as otherwise permitted under the Credit Agreement, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of the Pledged Equity Interests; provided that in no restrictions on event shall any Grantor be required to pledge more than 65% of the transferability shares of any Foreign Subsidiary. Each Grantor hereby authorizes the Agent to modify this Agreement by amending Annex IV to include such additional shares or other securities.
(g) Determination by the Agent to exercise its right to sell any or all of the Pledged Collateral pursuant to Section 19 hereof without making a request of the relevant Grantor to register such Pledged Collateral or such additional Pledged Collateral to under the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof Securities Act shall not by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, sole fact of such sale be deemed to be commercially unreasonable.
(dh) The Grantors hereby agree that the Pledged Stock pledged by such Grantor constitutes aggregate principal amount of all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, promissory notes described in clause (i) to of the best knowledge definition of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under Excluded Notes at any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has time outstanding shall not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementexceed $3,000,000.
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Samples: Pledge and Security Agreement (Anntaylor Stores Corp)
