Pledged LLC Interests. Concurrently with the delivery to the Administrative Agent of any certificate representing any Pledged LLC Interests, the relevant Grantor shall, if requested by the Administrative Agent, deliver an undated power covering such certificate, duly executed in blank by such Grantor.
Pledged LLC Interests. (a) Pledgor may cause the Company to issue any additional limited liability company interests in the Company at any time (whether or not certificated) unless such issuance is not permitted under the Common Terms Agreement and the other Finance Documents; provided, however, that such issuance shall only be permitted if the following occur: (i) provision is made for the inclusion of such interest in the Collateral (as defined hereunder or in any Additional Pledge Agreement (which Additional Pledge Agreement shall be executed and delivered to the Security Trustee by the owner (any such owner, an “Additional Pledgor”) of such additional limited liability company interests prior to the issuance thereof)), (ii) such interests are issued to Pledgor or any Additional Pledgor (or any of their respective successors and permitted assigns), (iii) all action has been taken necessary to create, in favor of the Security Trustee for the benefit of the Secured Parties, a legal, valid and enforceable Lien on and first-priority security interest (subject to Permitted Equity Liens) in such interests, and all necessary filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that this Agreement or the Additional Pledge Agreement, as applicable, creates a first-priority perfected Lien (except with respect to Permitted Equity Liens) on and security interest in all right, title and interest in such interests, prior and superior to all other Liens (subject to Permitted Equity Liens) and all necessary and appropriate consents to the creation, perfection and enforcement of such Liens have been obtained and (iv) the Security Trustee shall have received an opinion of counsel with respect to such interests that is substantially similar to the opinions delivered on or before the Closing Date covering the matters described in clause (iii) above. Pledgor shall not permit (i) the Company to have outstanding any subscription agreements, warrants, or options to acquire any limited liability company interests of whatever type; (ii) any limited liability company interest of the Company to be dealt in or traded on any securities exchange or in any securities market; or (iii) any limited liability company interest of the Company to be deemed an investment company security (as defined in Section 8-103(b) of the UCC).
(b) Unless the Security Trustee has, pursuant to and in accordance with ARTICLE VI below, delivered to Pledgor a noti...
Pledged LLC Interests. Pledgor shall not (i) sell, lease or assign any of its interests in the Collateral or permit Issuer to issue any additional limited liability company interests in Issuer at any time unless (A) provision is made for the inclusion of such property in the Collateral, (B) such issuance is permitted under the Amended and Restated Note Purchase Agreement and the other Note Documents and (C) all action has been taken necessary to create, in favor of Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable Lien on and first-priority security interest in such limited liability company interests, and all necessary filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that this Agreement creates a first-priority perfected Lien on and security interest in all right, title and interest in such limited liability company interests, prior and superior to all other Liens (other than any Excepted Liens) and all necessary and appropriate consents to the creation, perfection and enforcement of such Liens have been obtained; (ii) permit Issuer to have outstanding any subscription agreements, warrants, rights or options to acquire any limited liability company interests of whatever type; (iii) permit any limited liability company interest of Issuer to be dealt in or traded on any securities exchange or in any securities market; or (iv) permit any limited liability company interest of Issuer to be deemed an investment company security (as defined in Section 8-103(b) of the UCC).
Pledged LLC Interests. None. Administrative Borrower owns 250 class A units and 600 class B units of Independence Contract Drilling, LLC which, as set forth in the definition of Pledged LLC Interests, do not constitute Pledged LLC Interests so long as they meet the definition of Excluded LLC Interests. Pledged Partnership Interests: None.
Pledged LLC Interests. (a) The Pledged LLC Interests constitute all the issued and outstanding shares of all classes of the Equity Interests of the Issuer.
(b) The Pledged LLC Interests have been duly and validly issued.
(c) None of the Pledged LLC Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction.
(d) The Grantor is the record and beneficial owner of the Pledged LLC Interests, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement (subject to Permitted Liens).
Pledged LLC Interests. The Pledged LLC Interests constitute 33.33% of the issued and outstanding membership interests in and to Cowboy and a 33.33% voting interest in Cowboy. The Pledged LLC Interests and all other membership interests in and to Cowboy have been duly authorized, validly issued, and are fully paid and non-assessable. The membership interests in Cowboy are owned by the Persons set forth on Schedule 3.1(b) in the percentages set forth on Schedule 3.1(b), and such membership interests constitute all of the issued and outstanding membership interests in and to Cowboy. None of the issued and outstanding membership interests in and to Cowboy, including, without limitation, the Pledged LLC Interests, was issued in violation of any right of first refusal, right of first offer, preemptive rights or any similar rights. There are no options, warrants, convertible or exchangeable securities, or other rights, agreements, arrangements or commitments of any character relating to the membership interests in and to Cowboy or obligating Pledgor or Cowboy to issue or sell any membership interests or any other interest in Cowboy. There are no outstanding contractual obligations of Cowboy to repurchase, redeem, or otherwise acquire any membership interest in Cowboy or to create or issue any other equity interest in Cowboy. Except as expressly set forth in the LLC Agreement or the RTI Agreement, there are no voting trusts, member agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any membership interest in Cowboy. None of the membership interests in Cowboy: are dealt in or traded on securities exchanges or in securities markets; expressly provide that they are a security governed by the Code; are an "investment company security" as defined in the Code; or are held by a securities intermediary for another person in a securities account whereby the securities intermediary has expressly agreed to treat such interests as a "financial asset" under the Code.
Pledged LLC Interests. Interests in each limited liability company that is a Material Subsidiary or an owner of Unencumbered Pool Property and required to be pledged under the Credit Agreement as follows:
Pledged LLC Interests. Grantor Issuer # of Shares Owned Total Shares Outstanding % of Ownership Interest Certificate No. (if any)
Pledged LLC Interests. Grantor Stock Issuer Jurisdiction of Organization Percentage of Shares Owned Percentage of Pledged Interest Certificated Certificate Number Type / Class of Security Number of Shares / Units Subsidiaries; Material Equity Investments
Pledged LLC Interests. Interests in each limited liability company that is a Subsidiary as follows:
