Pledgor’s Agreements Sample Clauses

Pledgor’s Agreements. Pledgor agrees so long as the Obligations remain outstanding that: 6.1 All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent. 6.2 Pledgor shall execute all such instruments, documents and papers, and do all such acts as Administrative Agent may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as Administrative Agent may request with respect to the perfection and protection of the pledge and security interests granted herein and the assignments effected hereby. 6.3 Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges, except in favor of Administrative Agent and Lenders. 6.4 Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other person, firm, corporation or entity other than Administrative Agent and Lenders. 6.5 Pledgor shall deliver to Administrative Agent, if and when received by Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of the Collateral. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery to Administrative Agent to be held as additional Colla...
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Pledgor’s Agreements. Each Pledgor agrees so long as the Obligations remain outstanding that:
Pledgor’s Agreements. (1) If the Pledgees determines to exercise its right to sell all or any of the Pledged Collateral pursuant to this Agreement, Pledgor agrees that, upon request of the Pledgees, Pledgor will, at its own expense: (i) provide the Pledgees with such information and projections as may be necessary or, in the opinion of the Pledgees, advisable to enable the Pledgees to effect the sale of such Pledged Collateral; and (ii) do or cause to be done all such other acts and things as may be necessary to make the sale of such Pledged Collateral valid and binding and in compliance with all applicable requirements of law. (2) To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against the Pledgees arising out of the exercise by it of any rights hereunder. The Pledgor hereby waives presentment, notice of dishonor, and protest of all instruments included in or evidencing any of the secured obligations and Pledged Collateral, and any and all other notices and demands whatsoever (except as expressly provided herein).
Pledgor’s Agreements. The Pledgor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Pledged Ownership Interests pursuant to this Article 6 valid and binding and in compliance with any and all applicable laws (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations of the Securities Exchange Commission applicable thereto, and all applicable state securities or “Blue Sky” laws), regulations, orders, writs, injunctions, decrees, or awards of any and all courts, arbitrators, or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Pledgor’s expense. The Pledgor further agrees that a breach of any of the covenants contained in this Article 6 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenants contained in this Article 6 shall be specifically enforceable against the Pledgor by the Secured Party, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.
Pledgor’s Agreements. Each Pledgor agrees so long as the Senior Indebtedness remains outstanding that:

Related to Pledgor’s Agreements

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Selected Dealers Agreements (a) The Distributor shall have the right to enter into selected dealer agreements with Selected Dealers for the sale of Shares. In making agreements with Selected Dealers, the Distributor shall act only as principal and not as agent for a Fund. Shares sold to Selected Dealers shall be for resale by such dealers only at the public offering price set forth in the Prospectus. With respect to Class A Shares, in such agreement the Distributor shall have the right to fix the portion of the applicable front-end sales charge which may be allocated to the Selected Dealers. (b) Within the United States, the Distributor shall offer and sell Shares only to Selected Dealers that are members in good standing of the NASD. (c) The Distributor shall adopt and follow procedures, as approved by each Fund, for the confirmation of sales of its Shares to investors and Selected Dealers, the collection of amounts payable by investors and Selected Dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD, as such requirements may from time to time exist.

  • Reciprocal Easement Agreements (a) Neither Borrower, nor any other party is currently in default (nor has any notice been given or received with respect to an alleged or current default) under any of the terms and conditions of the REA, and the REA remains unmodified and in full force and effect; (b) All easements granted pursuant to the REA which were to have survived the site preparation and completion of construction (to the extent that the same has been completed), remain in full force and effect and have not been released, terminated, extinguished or discharged by agreement or otherwise; (c) All sums due and owing by Borrower to the other parties to the REA (or by the other parties to the REA to the Borrower) pursuant to the terms of the REA, including without limitation, all sums, charges, fees, assessments, costs, and expenses in connection with any taxes, site preparation and construction, non-shareholder contributions, and common area and other property management activities have been paid, are current, and no lien has attached on the Property (or threat thereof been made) for failure to pay any of the foregoing; (d) The terms, conditions, covenants, uses and restrictions contained in the REA do not conflict in any manner with any terms, conditions, covenants, uses and restrictions contained in any Lease or in any agreement between Borrower and occupant of any peripheral parcel, including without limitation, conditions and restrictions with respect to kiosk placement, tenant restrictions (type, location or exclusivity), sale of certain goods or services, and/or other use restrictions; and (e) The terms, conditions, covenants, uses and restrictions contained in each Lease do not conflict in any manner with any terms, conditions, covenants, uses and restrictions contained in the REA, any other Lease or in any agreement between Borrower and occupant of any peripheral parcel, including without limitation, conditions and restrictions with respect to kiosk placement, tenant restrictions (type, location or exclusivity), sale of certain goods or services, and/or other use restrictions.

  • Previous Agreements This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and a complete statement of the terms thereof. There are no promises, terms, conditions, or obligations, other than contained herein. This Agreement shall supersede all previous communications, representations, or agreements, either oral or written, between the parties.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

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