Pledged Interests. (i) Except for the security interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Loan Party identified on Schedule 3.05 (as such Schedule may be amended by written notice from the Borrower Agent to the Agent), (iii) such Loan Party has the right and requisite authority to pledge, the investment property pledged by such Loan Party to the Agent as provided herein, (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the Agent’s Liens in the investment property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, (B) the taking of possession by the Agent (or its agent or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank by the applicable Loan Party, and (C) the filing of financing statements in the jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g) for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (v) subject to Section 7.20, each Loan Party has delivered to and deposited with the Agent all certificates representing the Pledged Interests owned by such grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(b) As to all limited liabil...
Pledged Interests. As of the date hereof, the Pledged Interests required to be pledged hereunder by each Pledgor consist of the number and type of shares of capital stock (in the case of issuers that are corporations) or the percentage and type of other equity interests (in the case of issuers other than corporations) as described beneath such Pledgor’s name in Annex C. All of the Pledged Interests have been duly and validly issued and are fully paid and nonassessable (or, in the case of partnership, limited liability company or similar Pledged Interests, not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer. As to each issuer thereof, the Pledged Interests pledged hereunder constitute 100% of the outstanding capital stock of or other equity interests in such issuer, except as set forth in Annex C (or, in the case of any issuer that is a Foreign Subsidiary, such lower percentage, not less than 65% (with respect to voting capital stock or other equity interests only) in any event, as may be permitted by the terms of this Agreement and the Credit Agreement).
Pledged Interests. If the Pledgor shall, as a result of its ownership of the Pledged Interests, become entitled to receive any certificate or shall receive any further membership interests in the Borrower (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for, the Pledged Interests, or otherwise in respect thereof, the Pledgor shall accept the same on behalf of the Lender and hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form received, duly indorsed by such Pledgor to the Lender, if required, together with an undated stock or equivalent power covering such certificate duly executed in blank by the Pledgor and with, if the Lender so requests, signature guaranteed, to be held by the Lender, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Interests upon the liquidation or dissolution of the Borrower shall be paid over to the Lender to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the Obligations.
Pledged Interests. The Loan Parties shall (i) upon request of Agent after the occurrence and during the continuance of an Event of Default, at the Loan Parties joint and several expense, promptly deliver to Agent a copy of each notice or other communication received by a Loan Party in respect of the Pledged Interests; (ii) not make or consent to any amendment or other modification or waiver with respect to any Pledged Interests that could reasonably be expected to be materially adverse to the interests of Agent and Lenders under the Loan Documents or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests other than pursuant to applicable law or to the extent expressly permitted by the Loan Documents; and (iii) not permit, (unless otherwise permitted hereunder) the issuance of (A) any additional shares of any class of Equity Interests of any Pledged Issuer, (B) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or Insurable for, any such shares of Equity Interests of any Pledged Issuer or (C) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests; provided, that in the case of this clause (iii), all such Equity Interests or other instruments shall be pledged by the Loan Parties to Agent, for the benefit of the Lenders, to secure the Obligations and shall constitute “Collateral” pursuant to the terms of this Agreement and the other Loan Documents unless approved by Agent in its sole discretion.
Pledged Interests. The Pledged Interest constitutes all of Guarantor's ownership interest in the Borrower; and such Pledged Interest has been duly issued, is fully paid and non-assessable, and is free of all claims, security interests, liens, charges and encumbrances other than transfer restrictions set forth in the Partnership Agreement of Borrower;
Pledged Interests. As of the Effective Date, the Pledged Interests constitute 9.573% of the issued and outstanding common units representing limited partner interests in EPD. The Pledged Interests have been duly authorized and validly issued, and are fully paid and non-assessable.
Pledged Interests. Pledged Entity Percentage of Outstanding -------------- Membership Units Pledged ------------------------ Action Sports Image, LLC 100% * Post closing delivery EXHIBIT B TO PLEDGE AGREEMENT JOINDER TO PLEDGE AGREEMENT The undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of October 2, 2000 (the "Pledge Agreement") in favor of American National Bank and Trust Company of Chicago, a national banking association ("Pledgee"), as agent for the benefit of the "Lenders" (as such term is defined therein), by executing this Joinder, hereby acknowledges that Pledgor legally and beneficially owns all of the issued and outstanding [shares of capital stock of _____________, a __________ corporation] [membership interests of _______________________, a _________________ limited liability company] ("Subsidiary"). Pledgor hereby agrees and acknowledges that Subsidiary is a Subsidiary pursuant to the terms of the Pledge Agreement, and the [Shares] [Interests] (as hereinafter defined) shall be deemed Pledged [Shares] [INTERESTS] pursuant to the Pledge Agreement. Pledgor hereby represents and warrants to Pledgee that (i) [all of the capital stock of Subsidiary now owned by Pledgor ("Shares") is presently represented by the stock certificates listed below, which stock certificates, with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith,] [the membership interests listed below are uncertificated] and (ii) after giving effect to this Joinder, the representations and warranties set forth in Section 3 of the Pledge Agreement are true, complete and correct as of the date hereof. [PLEDGED SHARES] Stock Percentage of Certificate Number of Shares Outstanding Pledged Entity Class of Stock Numbers Pledged Shares Pledged -------------- -------------- ------- ------- -------------- [PLEDGED INTERESTS] Percentage of Outstanding ------------------------- Pledged Entity Interests Pledged -------------- -----------------
Pledged Interests. The Membership Interest in each Project Company is duly authorized, validly existing, fully paid and nonassessable, and such Membership Interest is not subject to any contractual restriction, or any restriction under the organizational documents of any Project Company or Borrower upon the transfer of such Membership Interest (except for any such restriction contained in any Financing Document). Such Membership Interest exists in a certificated form. No Person other than Borrower is the registered owner of the Membership Interest in each Project Company.
Pledged Interests. The Membership Interest is duly authorized, validly existing, fully paid and nonassessable, and the Membership Interest is not subject to any contractual restriction, or any restriction under the organizational documents of Borrower or Member upon the transfer of such Membership Interest (except for any such restriction contained in any Financing Document). Such Membership Interest exists in a certificated form. No Person other than Member is the registered owner of the Membership Interest.
Pledged Interests. The Pledged Interests constitute the number and percentage of each type of issued and outstanding Company Equity Interests set forth on Part A of Schedule I attached hereto, and the Pledgor does not own any Company Equity Interests of any kind other than the issued and outstanding Company Equity Interests set forth on Schedule I attached hereto and the Excluded Company Interests. All of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable. There are no existing options, warrants, calls or commitments of any character whatsoever relating to any of the Pledged Interests, except as are set forth in the Securityholders Agreement dated as of November 1, 1996 (as amended, supplemented or otherwise modified through the date hereof, the "SECURITYHOLDERS AGREEMENT") among the Pledges, the Company and Princes Gate Investors II, L.P.
