Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Parent Borrower of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the Administrative Agent any certificate or related stock power in respect of the Capital Stock of any Acquired Company required by clause (i) or any promissory note or related transfer form required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Filtration Acquisition Closing Date, delivery of such items shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Filtration Acquisition Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).
Appears in 3 contracts
Samples: Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp)
Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power endorsement for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Parent Borrower Loan Parties of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the Administrative Agent any certificate or related the certificates and undated stock power in respect of the Capital Stock of any Acquired Company powers required by clause (i) or any above and the promissory note or notes and related transfer form forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Filtration Acquisition Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Filtration Acquisition Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).
Appears in 3 contracts
Samples: Term Loan Credit Agreement (TTM Technologies Inc), Term Loan Credit Agreement (TTM Technologies Inc), Term Loan Credit Agreement (TTM Technologies Inc)
Pledged Stock; Stock Powers; Pledged Notes. The Term Loan Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power endorsement for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Parent Borrower Loan Parties of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the Term Loan Administrative Agent any certificate or related the certificates and undated stock power in respect of the Capital Stock of any Acquired Company powers required by clause (i) or any above and the promissory note or notes and related transfer form forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Filtration Acquisition Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Filtration Acquisition Closing Date (or such later date as the Administrative Agent or the Term Loan Representative may agree in its reasonable discretion)).
Appears in 3 contracts
Samples: Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)
Pledged Stock; Stock Powers; Pledged Notes. The To the extent not previously delivered in connection with the Existing Credit Agreement, the Term Loan Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power endorsement for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Parent Borrower Loan Parties of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the Term Loan Administrative Agent any certificate or related the certificates and undated stock power in respect of the Capital Stock of any Acquired Company powers required by clause (i) or any above and the promissory note or notes and related transfer form forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Filtration Acquisition Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Filtration Acquisition Closing Date (or such later date as the Administrative Agent or the Term Loan Representative may agree in its reasonable discretion)).
Appears in 2 contracts
Samples: Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)
Pledged Stock; Stock Powers; Pledged Notes. The To the extent not previously delivered in connection with the Existing Credit Agreement, the Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power endorsement for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Parent Borrower Loan Parties of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the Administrative Agent any certificate or related the certificates and undated stock power in respect of the Capital Stock of any Acquired Company powers required by clause (i) or any above and the promissory note or notes and related transfer form forms required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Filtration Acquisition Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Filtration Acquisition Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (TTM Technologies Inc), Term Loan Credit Agreement (TTM Technologies Inc)
Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Parent Borrower Loan Parties of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the Administrative Agent any certificate or related the certificates and undated stock power in respect of the Capital Stock of any Acquired Company powers required by clause (i) or any and the promissory note or notes and related transfer form forms required by clause (ii) above), such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Filtration Acquisition Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of any Wholly Owned Subsidiaries that are Domestic Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Filtration Acquisition Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretionaccordance with Section 6.12(a)).
Appears in 2 contracts
Samples: Credit Agreement (Wolverine World Wide Inc /De/), Credit Agreement (Wolverine World Wide Inc /De/)
Pledged Stock; Stock Powers; Pledged Notes. The Administrative Subject to clause (iii) below, the Collateral Agent shall have received (i) the certificates certificates, if any, representing the shares of Capital the Pledged Stock pledged (as defined in the Guarantee and Collateral Agreement) (other than Pledged Stock constituting Gaming Collateral, the delivery of which is subject to clause (iii) below) required to be delivered to the Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and thereof, (ii) each promissory note any Pledged Notes (if anyas defined in the Guarantee and Collateral Agreement) pledged required to be delivered to the Administrative Collateral Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form endorsed in blank) by the pledgor thereof; provided that if, notwithstanding thereof and (iii) to the use extent the Loan Parties have received any approvals required by the Parent Borrower applicable Gaming Authorities (including those described in Section 10.24 in order to pledge the Pledged Stock constituting Gaming Collateral of commercially reasonable efforts (without undue delayany entity licensed by or registered with such Gaming Authorities), burden or expense) to deliver to the Administrative Agent any certificate or related stock power in respect certificates, if any, and all of the Capital Stock of any Acquired Company required by clause (i) or any promissory note or related transfer form required by clause (ii) aboveremaining Gaming Collateral, such certificatesif any, stock powers, promissory notes and/or transfer forms are not delivered as of referred to in the Filtration Acquisition Closing Date, delivery of such items shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be Guarantee and Collateral Agreement required to be satisfied within 90 days delivered to the Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the Filtration Acquisition Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion))pledgor thereof.
Appears in 2 contracts
Samples: Credit Agreement (Affinity Gaming), Credit Agreement (Affinity Gaming)
Pledged Stock; Stock Powers; Pledged Notes. The First Lien Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the Parent Borrower Loan Parties of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the First Lien Administrative Agent any certificate or related the certificates and undated stock power in respect of the Capital Stock of any Acquired Company powers required by clause (i) or any and the promissory note or notes and related transfer form forms required by clause (ii) above), such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Filtration Acquisition Closing Date, delivery of such items (other than any certificates representing the shares of Capital Stock of Material Restricted Subsidiaries that are (x) Domestic Subsidiaries and (y) Wholly Owned Subsidiaries) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 30 days of the Filtration Acquisition Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).
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