Common use of Pledged Interests Clause in Contracts

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 Loan Parties shall (i) upon request of Agent (acting at the written direction of the Required Lenders) 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; providedprovided that, 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 LendersSecured Parties, 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 Loan Parties (a) If such Grantor shall (i) upon request of Agent after the occurrence and during the continuance of an Event of Defaultbecome entitled to receive or shall receive any stock certificate, at the Loan Parties joint and several expense, promptly deliver to Agent a copy of each notice partnership or membership interest certificate or other communication received by instrument (including, without limitation, any certificate or instrument representing a Loan Party dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the partnership or membership interest or capital stock or other equity or ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Interests; , or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity interests or partnership, membership or other interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other equity interests or partnership, membership or other interests of any nature of any Issuer, (ii) not make sell, assign, transfer, exchange or consent to otherwise dispose of, or grant any amendment or other modification or waiver option with respect to any to, the Pledged Interests that could reasonably be expected or Proceeds thereof (except pursuant to be materially adverse a transaction expressly permitted by the Credit Agreement), (i) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Interests or Proceeds thereof, or any interest therein, except for the security interests of Agent and Lenders under the Loan Documents created by this Agreement or (ii) enter into any agreement or permit undertaking other than the Loan Documents restricting the right or ability of such Grantor or the Administrative Agent to exist sell, assign or transfer any restriction with respect to any of the Pledged Interests other than pursuant to applicable law or to the extent expressly permitted by the Loan Documents; and Proceeds thereof. (iiic) 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 In the case of this clause each Grantor which is an Issuer, such Issuer agrees that (iii), all such Equity Interests or other instruments shall i) it will be pledged bound 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 relating to the Pledged Interests issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.03(a) with respect to the Pledged Interests issued by it and (iii) the terms of Section 6.01(c) and Section 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.01(c) or Section 6.03 with respect to the Pledged Interests issued by it. (d) Each Grantor shall furnish to the Administrative Agent such stock powers and other Loan Documents unless approved equivalent instruments of transfer as may be required by the Administrative Agent to assure the transferability of the Pledged Interests when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Interests will at all times constitute not less than 100% of the capital stock (excluding Foreign Subsidiaries) or other equity interests or partnership, membership or other ownership interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Interests to issue any new shares (or other interests) of any class of capital stock or other equity interests or partnership, membership or other ownership interests of such Issuer without the prior written consent of the Administrative Agent, except for cash-out merger transactions in its sole discretionwhich an Issuer is sold pursuant to Section 9.12 of the Credit Agreement.

Pledged Interests. The Loan Parties shall (i) upon request of Agent after the occurrence and during the continuance of an Event of DefaultDefault and upon request of Agent, 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 is 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, permit (unless otherwise permitted hereunderhereunder or contemplated by the terms of the Warrants) 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 exchangeable for, any such shares of Equity Interests of any Pledged Issuer or (C) any warrants, options, contracts or other commitments entitling any Person (other than Agent or its designees or assignees of any of the Warrants) 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.