Common use of Pledged Equity Interests Clause in Contracts

Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a Pledge Agreement, in form and substance acceptable to the Administrative Agent, from the Borrower and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a security interest in the issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary prior and superior in right to any other Person.

Appears in 4 contracts

Samples: Credit Agreement (Exco Resources Inc), Credit Agreement (EXCO Partners, LP), Senior Revolving Credit Agreement (Exco Resources Inc)

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Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a Pledge Agreement, in form and substance acceptable to the Administrative Agent, from the Borrower and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary prior and superior in right to any other PersonSubsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Exco Resources Inc), Credit Agreement (Exco Resources Inc), Credit Agreement (Gasco Energy Inc)

Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a pledge agreement (or an amendment or amendment and restatement of the existing Pledge Agreement), in form and substance reasonably acceptable to the Administrative Agent, from the Borrower and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary; provided that in no event shall Borrower or any Restricted Subsidiary prior and superior in right be required to pledge more than sixty-five percent (65%) of the voting Equity Interests of any other PersonSubsidiary that is not a Domestic Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (ANTERO RESOURCES Corp), Credit Agreement (ANTERO RESOURCES Corp), Credit Agreement (Antero Resources Midstream LLC)

Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the any Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower Borrowers and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a pledge agreement (or an amendment or amendment and restatement of the existing Pledge Agreement), in form and substance reasonably acceptable to the Administrative Agent, from the Borrower Borrowers and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower Borrowers or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the issued and outstanding Equity Interests owned by Borrower Borrowers or any Restricted Subsidiary in each Restricted Subsidiary; provided that in no event shall any Borrower or any Restricted Subsidiary prior and superior in right be required to pledge more than sixty-five percent (65%) of the voting Equity Interests of any other PersonSubsidiary that is not a Domestic Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Antero Resources LLC), Credit Agreement (Antero Resources Finance Corp)

Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent (or, until the Revolving Facility has been terminated, by the Revolving Agent) for the benefit of the Secured Parties, a Pledge Agreement, in form and substance acceptable to the Administrative Agent, from the Borrower and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a security interest in the issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary prior and superior in right to any other PersonPerson (except Liens created pursuant to the Revolving Facility Documents).

Appears in 2 contracts

Samples: Senior Term Credit Agreement (Exco Resources Inc), Senior Term Credit Agreement (Exco Resources Inc)

Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the any Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower Borrowers and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a Pledge Agreementpledge agreement, in form and substance reasonably acceptable to the Administrative Agent, from the Borrower Borrowers and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower Borrowers or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the issued and outstanding Equity Interests owned by Borrower Borrowers or any Restricted Subsidiary in each Restricted Subsidiary; provided that in no event shall any Borrower or any Restricted Subsidiary prior and superior in right be required to pledge more than sixty-five percent (65%) of the voting Equity Interests of any other PersonSubsidiary that is not a Domestic Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Antero Resources Finance Corp)

Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the Borrower Borrowers is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower Borrowers and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a Pledge Security Agreement (or an amendment or amendment and restatement of the existing Security Agreement), in form and substance acceptable to the Administrative Agent, from the Borrower Borrowers and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower Borrowers or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a security interest in the issued and outstanding Equity Interests owned by Borrower the Borrowers or any Restricted Subsidiary in each Restricted Subsidiary prior and superior in right to any other Person.

Appears in 1 contract

Samples: Credit Agreement (Exco Resources Inc)

Pledged Equity Interests. On the date hereof and at the any time hereafter that any Restricted Subsidiary of the Borrower or any Sponsored Partnership is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a Pledge Security Agreement (or an amendment or amendment and restatement of the existing Security Agreement), in form and substance acceptable to the Administrative Agent, from the Borrower and/or the Restricted Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower or such Restricted Subsidiaries in such Restricted SubsidiariesSubsidiaries or any Sponsored Partnership, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary or Sponsored Partnership of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as the Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary prior and superior in right to any other Personeach Sponsored Partnership.

Appears in 1 contract

Samples: Credit Agreement (PDC Energy, Inc.)

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Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a Pledge Agreement, in form and substance reasonably acceptable to the Administrative Agent, from the Borrower and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other evidence reasonably acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary prior and superior in right to any other PersonSubsidiary.

Appears in 1 contract

Samples: Credit Agreement (Carrizo Oil & Gas Inc)

Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a pledge agreement (or an amendment or amendment and restatement of the existing Pledge Agreement), in form and substance reasonably acceptable to the Administrative Agent, from the Borrower and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary; provided that in no event shall Borrower or any Restricted Subsidiary prior and superior in right be required to pledge more than sixty-five percent (65%) of the voting Equity Interests of any other PersonSubsidiary that is not a Domestic Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (ANTERO RESOURCES Corp)

Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the Borrower or any Sponsored Partnership is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a Pledge Security Agreement, in form and substance acceptable to the Administrative Agent, from the Borrower and/or the Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower or such Restricted Subsidiaries in such Restricted SubsidiariesSubsidiaries or any Sponsored Partnership, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary or Sponsored Partnership of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary prior and superior in right to any other Personeach Sponsored Partnership.

Appears in 1 contract

Samples: Credit Agreement (Petroleum Development Corp)

Pledged Equity Interests. On the date hereof and at the time hereafter that any Restricted Subsidiary of the Borrower or any Sponsored Partnership is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Subsidiaries (as applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured Parties, a Pledge Security Agreement (or an amendment or amendment and restatement of the existing Security Agreement), in form and substance acceptable to the Administrative Agent, from the Borrower and/or the Restricted Subsidiaries (as applicable) covering all Equity Interests owned by the Borrower or such Restricted Subsidiaries in such Restricted SubsidiariesSubsidiaries or any Sponsored Partnership, together with all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary or Sponsored Partnership of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary prior and superior in right to any other Personeach Sponsored Partnership.

Appears in 1 contract

Samples: Credit Agreement (Petroleum Development Corp)

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