Pledged Interest. The Pledged Interest (i) will not become “financial assets” (within the meaning of Section 8-101(a)(9) of the UCC) and (ii) will not be credited to a “securities account” (within the meaning of Section 8-501(a) of the UCC). The parties agree that the Pledged Interest constitutes “general intangibles” (as defined in Section 9-102 of the UCC); and Pledgor agrees that the Pledged Interest is not and will not be investment company securities within the meaning of Section 8-103 of the UCC.
Pledged Interest. (a) The Pledgor Interests (such membership interests being identified on Schedule I attached hereto and referred to as the “Pledged Interests”) of Borrower, for which Pledgor shall deliver to Lender stock powers in the form of Exhibit A attached hereto and made a part hereof (the “Powers”) duly executed in blank, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests.
(b) All additional membership interests of Borrower described in Section 1.1(a) above from time to time acquired by Pledgor in any manner (any such additional membership interests shall constitute part of the Pledged Interests and Lender is irrevocably authorized to unilaterally amend Schedule I hereto to reflect such additional membership interests and Pledgor shall promptly deliver to Lender an executed Power with respect to the additional membership interests), and all purchase options, distributions, cash, instruments, investment property and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such membership interests.
Pledged Interest. If the Pledged Interests are certificated, the Security Trustee or its nominee shall have received the Pledged Instruments (as defined in the Pledge Agreement) in respect of the Pledged Interest, together with originals of the executed transfer form(s) in respect thereof.
Pledged Interest. In the event that the Managing Member consents to any pledge of or encumbrance on all or any part of a Member’s interest in the LLC (such interest which is subject to a pledge or encumbrance is referred to as the “Pledged Interest”), then upon the occurrence of an “Event of Default” by such Member under the document creating the pledge or encumbrance or upon such Member becoming a “Defaulting Member” under this Agreement (i) the Managing Member may elect to cause the LLC to accept an assignment of the Pledged Interest subject to such pledge or encumbrance, and the LLC must accept such assignment unless the Managing Member, in its sole and absolute discretion, declines to accept such assignment); and (ii) if the LLC accepts such assignment of the Pledged Interest, the LLC shall automatically assume the obligation(s) secured by the pledge of or encumbrance on the Pledged Interest, provided that (a) recourse on the obligation(s) secured by the pledge of or encumbrance on the Pledged Interest is and shall be limited only to the value of the Pledged Interest (even if such interest is effectively distributed to all of the Members and even if such value fluctuates from time to time); and (b) neither the LLC, nor any asset of the LLC (other than the value of the Pledged Interest), shall be personally liable, responsible or subject to execution for such obligation(s).
Pledged Interest. The Borrower Representative has full power and authority to create a first lien on the Pledged Interests and no disability or contractual obligation exists that would prohibit the Borrower Representative from pledging the Pledged Interests pursuant to the Pledge Agreement. There are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Pledged Interests. The Pledged Interests are not the subject of any present or, to the Borrower Representative’s knowledge, threatened in writing suit, action, arbitration, administrative or other proceeding, and the Borrower Representative knows of no reasonable grounds for the institution of any such proceedings.
Pledged Interest. In addition to the rights and remedies specified above, the following provisions shall also be applicable to Pledged Interest. The Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Interest conducted without prior registration or qualification of such Pledged Interest under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Interest for their own account, for investment and not with a view to the distribution or resale thereof. The Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, the Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Interest for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Secured Party determines to exercise its right to sell any or all of the Pledged Interest, upon written request, the Grantor shall and shall cause each issuer of any Pledged Interest to be sold hereunder from time to time to furnish to the Secured Party all such information as the Secured Party may request in order to determine the number and nature of instruments included in the Pledged Interest which may be sold by the Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.
Pledged Interest. The Pledged Interest by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. No Pledged Interest is evidenced or represented by a certificate or otherwise certificated.
Pledged Interest. The Borrower Representative has full power and authority to create a first lien on the Pledged Interests and the Circle 8 Pledged Interests and no disability or contractual obligation exists that would prohibit the Borrower Representative from pledging the Pledged Interests or the Circle 8 Pledged Interests pursuant to the Security Agreement. There are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Pledged Interests. The Pledged Interests and the Circle 8 Pledged Interests are not the subject of any present or, to the Borrower Representative’s knowledge, threatened in writing suit, action, arbitration, administrative or other proceeding, and the Borrower Representative knows of no reasonable grounds for the institution of any such proceedings.
Pledged Interest. Certificate No. 3 representing a 100% membership interest in ProfitKey International, LLC.SIGNATORIES
Pledged Interest. Certificate No. 3 representing a 100% membership interest in Gupta Technologies, LLC.
