Pledges of Stock Sample Clauses

Pledges of Stock. With respect to the creation or acquisition of a Subsidiary, the appropriate Obligor shall execute a Pledge Agreement and, in connection therewith, pledge all of its ownership interests in such Subsidiary to Collateral Agent as security for the Obligations; provided that (i) the Company or any Domestic Subsidiary shall not be required to pledge more than sixty-five percent (65%) of the voting outstanding shares or other voting ownership interest of any first-tier Foreign Subsidiary, and (ii) such pledge shall be legally available and shall not result in materially adverse tax consequences on such Obligor. The Company shall deliver to Collateral Agent the share certificates (or other evidence of equity) evidencing any of the Pledged Securities if such Pledged Securities are certificated or so evidenced. Notwithstanding anything in this subsection (b) to the contrary, the Company and its Subsidiaries shall pledge, for the benefit of the holders of the Notes, any shares or other ownership interests that collateralize the Debt of the Obligors under the Credit Documents on the Restatement Closing Date and thereafter.
Sample 1Sample 2
AutoNDA by SimpleDocs
Pledges of Stock. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, including without limitation the German Pledge Agreement and the Charges Over Shares, to the extent that any pledge, lien, security interest, charge, mortgage or other encumbrance over any shares of a Foreign Subsidiary granted by TransTechnology or any of its Domestic Subsidiaries extends or purports to extend to any shares in excess of 65% of the aggregate issued and outstanding shares of capital stock of such Foreign Subsidiary, neither the Administrative Agent nor any of the Lenders shall exercise any rights it may have or purport to have with respect to such excess shares. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, in the event that TransTechnology or any of the Domestic Subsidiaries delivers to the Administrative Agent or, as the case may be, a Fronting Bank acting on behalf of the Administrative Agent, certificates or other instruments representing greater than 65% of the aggregate issued and outstanding shares of capital stock of such Foreign Subsidiary, the shares in excess of 65% of such Foreign Subsidiary's capital stock shall not be subject to any pledge, lien, security interest, charge, mortgage or other encumbrance under this Agreement or any of the other Loan Documents but shall be held in the custody of the Administrative Agent or such Fronting Bank for and on behalf of TransTechnology or such Domestic Subsidiary, as applicable, until such time as TransTechnology or such Domestic Subsidiary shall have delivered to the Administrative Agent certificates or other instruments representing 65% of the aggregate issued and outstanding shares of capital stock of such Foreign Subsidiary, at which time the Administrative Agent or such Fronting Bank shall release the original certificates or other instruments delivered to it to TransTechnology or the applicable Domestic Subsidiary.
Sample 1
Pledges of Stock. A Stockholder may pledge his or her Shares (together with any related Voting Trust Certificates) to a commercial bank, savings and loan institution, brokerage firm or any other lender as security for any indebtedness of that Stockholder to that lender; provided, however, that prior to the pledge becoming effective, the lender must first execute and deliver to the Company an appropriate Confirming Document, pursuant to Section 2.4 hereof which Confirming Document shall be subject to the Company’s approval as provided in Section 2.4 hereof .
Sample 1
Pledges of Stock. (A) On the Closing Date, Cinedigm, as the Limited Recourse Pledgor will pledge to the Collateral Agent for the benefit of the Secured Parties, all the Stock of each of the Borrower and Xxxxxx Xxxxx 0, and (B) after the Closing Date, to the extent required and within the time limits set forth (including any applicable grace or cure periods) in the other Loan Documents, Cinedigm, as the Limited Recourse Pledgor, in relation to any new Subsidiaries of Cinedigm (subject to Section 6(xi) hereof), in each case, engaged in the Servicing Business, will (in accordance with the Limited Recourse Pledge Agreement), pledge all the Stock of each of its Domestic Subsidiaries and each of its Foreign Subsidiaries (to the extent such Foreign Subsidiary is not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code), and 66% of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Stock of each of its Foreign Subsidiaries that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code, directly held by Cinedigm, in each case formed or otherwise purchased or acquired after the Closing Date, to the extent, in the case of all of the pledges described in this sub-clause (B), the applicable Subsidiary is not a “Loan Party” (as defined in the CDF1 Credit Agreement) or a “Loan Party” (as defined in the CDF2 Credit Agreement);
Sample 1
Pledges of Stock. (A) (i) The Pledge Agreement executed on October 31, 1998 by and among Holdings, the Company, Pegaso PCS and Qualcomm in order to create a pledge on the shares issued by Pegaso PCS and Personnel Co. (the "PCS/Recursos Pledge Agreement") shall have been amended in form satisfactory to the Administrative Agents and the Relevant Parties to include the Collateral Agent, acting on behalf of and for the benefit of the Secured Parties, as beneficiary of such agreement and (ii) the Pledge Agreement executed on October 31, 1998 by and among Holdings, Pegaso PCS and Qualcomm in order to create a pledge on the shares issued by the Company (the "Sistemas Pledge Agreement") shall have been amended in form satisfactory to the Administrative Agents and the Relevant Parties to include the Collateral Agent, acting on behalf of and for the benefit of the Secured Parties, as beneficiary of such agreement.
Sample 1
Pledges of Stock. Any Stockholder may pledge or mortgage shares of his or its Common Stock in connection with a bona fide transaction and as security for an obligation the pledging Stockholder fully intends to perform. Such a pledge or mortgage may be made without the consent of the other Stockholders, without violating Article 2 of this Agreement, and without triggering a right of first refusal, co-sale right or sale obligation under Section 4.1, 4.2 or 4.3 of this Agreement. However, (i) at the time of the pledge or mortgage, the pledgee or mortgagee of the pledged or mortgaged shares must agree in writing to be bound by, and that the pledged or mortgaged shares will continue to be subject to, this Agreement and (ii) any Disposition of Common Stock upon foreclosure of a pledge or mortgage shall be governed by all provisions of this Agreement, including its Article 2 and Sections 4.1, 4.2 and 4.3.
Sample 1
Pledges of Stock. On or before December 15, 1998, to take all actions and execute and deliver to the Bank all documentation (including without limitation opinion of counsel), in form and substance satisfactory to the Bank, and to cause all subsidiaries to take such actions and execute and deliver to the Bank such documentation, necessary to grant to the Bank a first position perfected security interest in and to the following shares of stock: sixty-six percent (66%) of the issued and outstanding shares of the common stock of Dura (Barbados) Holding Company Ltd. owned by the Borrower; sixty-six percent (66%) of the issued and outstanding shares of common stock of Dura (Barbados) Ltd. owned by Dura (Barbados) Holding Company Ltd.; and sixty-six percent (66%) of the issued and outstanding shares of common stock of Dura (Burmuda) Trading Company Ltd. owned by Dura (Barbados) Ltd.
Sample 1
AutoNDA by SimpleDocs
Pledges of Stock. Notwithstanding anything herein to the contrary, a Holder may pledge shares of Common Stock to a bank or other financial institution without complying with the provisions of Section 1 hereof, provided that the pledge or security agreement under which such shares are pledged specifies that the pledgee agrees to be bound by the terms and conditions of this Agreement if such pledgee becomes a Holder with respect to such shares.
Sample 1

Related to Pledges of Stock

  • Shares of Stock A share of common stock of a U.S. corporation is analogous to an ordinary share of an Australian Corporation. Each holder of a share of common stock is entitled to one vote for every share held. The shares of Stock are traded on Cboe BZX in the United States of America under the symbol “CBOE”. Shares of Stock are not liable to any further calls for payment of capital or for other assessment by the Corporation and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

  • Privileges of Stock Ownership Optionee shall have no rights as a shareholder with respect to the Bancorp’s stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

  • Grant of Stock The Company hereby grants to Executive an aggregate of ___________ shares of Restricted Stock (the “Shares”), subject to vesting as provided in Section 2.

  • Grant of Stock Units Pursuant to the terms and conditions set forth in this Stock Award Agreement (including Section 1 above) and the Plan, the Administrator hereby grants to the Awardee named in Section 1, on the Grant Date set forth in Section 1, the number of Stock Units set forth in Section 1.

  • Restrictions on Grant of the Award and Issuance of Shares The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

  • Adjustment for Dividends or Distributions of Stock or Other Securities or Property In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the Common Stock (or any shares of stock or other securities at the time issuable upon exercise of the Warrant) payable in (a) securities of the Company (including debt instruments) or (b) assets (excluding cash dividends paid or payable solely out of retained earnings), then, in each such case, the Holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such dividend or other distribution, shall receive, in addition to the shares of Common Stock (or such other stock or securities) issuable on such exercise prior to such date, and without the payment of additional consideration therefor, the securities or such other assets of the Company to which such Holder would have been entitled upon such date if such Holder had exercised this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and all such additional securities or other assets distributed with respect to such shares as aforesaid during such period giving effect to all adjustments called for by this SECTION 4.

  • Transfers of Stock Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate, if one has been issued, for the number of shares involved shall be surrendered for cancellation before a new certificate, if any, is issued therefor.

  • Restrictions on Grant of the Option and Issuance of Shares The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • Award of Stock Pursuant to the Plan, the Number of Shares of Restricted Stock Granted shown above (the “Restricted Stock”) were awarded to the Participant on the Date of Grant shown above, subject to the terms and conditions of the Plan, and subject further to the terms and conditions set forth in this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!