Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows: (a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.; (b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock; (c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee; (d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest; (e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company; (f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital. (g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee. (h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee. (i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it. (j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee. (k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 4 contracts
Samples: Pledge and Security Agreement (Lojack Corp), Pledge and Security Agreement (Lojack Corp), Pledge and Security Agreement (Lojack Corp)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor's chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank.
(e) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(i) Except in the ordinary course of business, the Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itBank.
(j) Not The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation windstorm coverage and hurricane coverage as applicable), to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and constitutive documents without basis reasonably acceptable to the prior written consent Bank, shall require losses to be paid on a replacement cost basis, shall be issued by insurance companies acceptable to the Bank and include a loss payable endorsement in favor of the PledgeeBank in a form acceptable to the Bank. Upon the request of the Bank, the Pledgor will deliver to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(k) Not The Pledgor will not attach any Collateral to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Bank and shall provide that the Bank has no liability to such owner, holder of any lien, or any other person.
(l) Upon the occurrence of an Event of Default, the Pledgor shall not withdraw funds from any deposit account which is part of the Collateral without the Bank's prior written consent. The Pledgor agrees that, upon maturity of any deposit account with a maturity date, such deposit account shall be renewed at the Bank’s then prevailing rate of interest for successive ninety (90) day periods (or such other time period as may be agreed by the Bank and the Pledgor). Notwithstanding the Bank's security interest in the proceeds of the deposit accounts, the Bank will continue to pay to the Pledgor interest accruing thereunder until the occurrence of a default under this Agreement.
(m) Exhibit 3(m) to this Agreement is a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Bank in its discretion, the Pledgor will promptly notify the Bank of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Bank, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(n) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Bank and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Bank. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or except with the Bank's prior written consent.
Appears in 2 contracts
Samples: Security Agreement (DJSP Enterprises, Inc.), Security Agreement (DJSP Enterprises, Inc.)
Pledgor’s Covenants. At In addition to its own expense other agreements herein, each Pledgor covenants and agrees with the Trustee and the Holders of the Notes that from and after the date hereof until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsTermination Date:
(a) To give It will, promptly upon request by the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting Trustee, execute and subscribedeliver or cause to be executed and delivered, fully pay in and give the Pledgor, within three (3) days of issuanceor use its commercially reasonable efforts to procure, all certificates evidencing new shares issued assignments, instruments and other documents, in form and substance reasonably satisfactory to the Trustee, and take any other action that is necessary or desirable to perfect, continue the perfection of, or protect the first priority of the Trustee's security interest in the Pledged Collateral, to protect the Pledged Collateral against rights, claims, or interests asserted by third persons (other than any such rights, claims or interests created by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligationTrustee), Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the PledgeeTrustee to enforce its rights and remedies hereunder, and to exercise such rights effect the purposes of this Security Agreement. The Pledgors will promptly pay all reasonable costs incurred in the name and on behalf connection with any of the Pledgorforegoing.;
(b) Not to convey, assign, transfer it will not (and will not purport to) (i) sell or otherwise dispose by of, or grant any cause option or title warrant with respect to, any of the Pledged Stock;Collateral or its beneficial interest therein, or (ii) create or permit to exist any Lien or other adverse interest in or with respect to its beneficial interest in any of the Pledged Collateral (other than the security interest granted herein); and
(c) Not it will not (i) enter into any agreement or understanding that restricts or inhibits or purports to grant further property restrict or inhibit the Trustee's rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee remedies hereunder, including, without limitation, any action or omission that may result in the PledgorTrustee's interest participation decreasing right to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights dispose of the Pledged StockCollateral as provided herein, without or (ii) fail to pay or discharge any tax, assessment or levy of any nature with respect to its beneficial interest in the prior written consent Pledged Collateral later than five days before the date of any proposed sale under any judgment, writ or warrant of attachment with respect to its beneficial interest; and
(d) it and the other Pledgor will at all times remain the sole beneficial owners of the PledgeePledged Collateral (subject to the security interest granted to the Trustee herein).
Appears in 2 contracts
Samples: Security Agreement (Waterford Gaming Finance Corp), Security Agreement (Waterford Gaming LLC)
Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes covenants to Pledgee in respect of himself/herself and Gridsum Holdco of which he/she holds equity as follows:
(a) To give the Pledgor 10 (ten) day 8.1 Without prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued written consent by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligationPledgee, Pledgor shall notify not establish or permit to establish any new pledge or any other encumbrance on the Pledged Property.
8.2 Without first giving written notice to Pledgee of such circumstance and having Pledgee’s prior written consent, Pledgor shall not transfer the Pledged Property, and any attempt by means of Pledgor to transfer the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name Pledged Property shall be null and on behalf of the Pledgor.;
(b) Not to convey, assign, void. The proceeds from transfer or otherwise dispose by any cause or title of the Pledged Stock;Property by Pledgor shall be used to repay to Pledgee in advance the Guaranteed Liabilities or deposit the same to the third party agreed with Pledgee.
(c) Not to grant further property rights in8.3 In case of any litigation, pledges, liens and/or encumber arbitration or other arbitration which may affect detrimentally the interest of Pledgor or Pledgee under the Transaction Agreements and hereunder or the Pledged Stock Property, Pledgor undertakes to notify Pledgee in writing as soon as possible and promptly and shall take, at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property.
8.4 Pledgor shall not carry on or otherwise permit any act or action which may affect them detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property.
8.5 Pledgor guarantees that he/she shall, at the reasonable request of Pledgee, take all necessary measures and execute all necessary documents (including but not limited to restrictions or charge them supplementary agreement hereof) in any manner without respect of ensuring the prior written consent pledge interest of Pledgee in the Pledgee;
(d) To furnish to Pledged Property and the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, exercise and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any realization of the rights granted thereof.
8.6 In case of assignment of any Pledged Property as the result of the exercise of the right to the Pledgee pledge hereunder, including, without limitation, any action or omission Pledgor guarantees that may result in the Pledgor's interest participation decreasing he/she will take all necessary measures to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in realize such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalassignment.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 2 contracts
Samples: Equity Pledge Agreement (Gridsum Holding Inc.), Equity Pledge Agreement (Gridsum Holding Inc.)
Pledgor’s Covenants. At its own expense As long as any Second Priority Obligations remain outstanding, the Pledgor covenants and until agrees the following, provided that nothing in this Agreement shall limit or restrict the rights of the First Priority Collateral Trustee and the First Priority Indenture Trustee, including without limitation any right of any holder of a First Priority Obligation, to exercise their creditors rights or remedies of the First Priority Senior Secured Obligations are fully discharged, Pledgor hereby undertakes as followsNotes or any refinancing thereof:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject a. it shall defend title to the Pledged Equity Interest against all persons and upon any request that from time to time the Pledgee may make;
b. except as permitted or required under the Second Priority Indenture, it shall abstain from selling, assigning, exchanging, pledging (except for the First Priority Pledge Agreement) or otherwise transferring, encumbering (except for the pledge granted hereby. Should in favor of the Pledgor fail First Priority Collateral Trustee), diminishing or impairing its rights under the Pledged Equity Interest or the Collateral or agreeing to perform a share subscription obligationdo so, Pledgor it further agrees to keep Pledged Equity Interest free from all claims, assignments, encumbrances, security interests and liens, otherwise described or possibly created or undertaken;
c. it shall notify the Pledgee in writing of such circumstance by means any increase or decrease of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest its participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
d. following the satisfaction of the Condition Precedent, promptly deliver or cause to be delivered to the Pledgee upon the subscription (f) Should Pledgor vote for whether directly or take indirectly through any subsidiary or affiliate or in any other action to obtain an manner) and payment of any capital increase in the capital of the Company, Pledgor shall subscribe (i) a new certificate, certifying the subscription and pay in payment of such number capital increase of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
, in favor of the Pledgee, and (gii) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation copy of the partners registry book (libro de registro de socios) of the Company or an containing the notation evidencing that such capital increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent has been pledged in favor of the Pledgee.
(h) Not to approve, propose certified as authentic by the Secretary or vote the declaration and/or payment of distributions or dividends an authorized officer of the Company without Company, all at the prior written consent expense of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.Pledgor; and
Appears in 2 contracts
Samples: Equity Interest Pledge Agreement (Satelites Mexicanos Sa De Cv), Equity Interest Pledge Agreement (Satelites Mexicanos Sa De Cv)
Pledgor’s Covenants. At its own expense As long as any First Priority Obligations remain outstanding, the Pledgor covenants and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsagrees that:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject a. it shall defend title to the Pledge granted hereby. Should Pledged Equity Interest against all persons and upon any request that from time to time the Pledgor fail Pledgee may make;
b. except as permitted or required under the Indenture, it shall abstain from selling, assigning, exchanging, pledging (except for the authorized pledge in favor of the “Second Priority Collateral Trustee” (as defined in the Indenture)) or otherwise transferring, encumbering, (except for the authorized pledge in favor of the Second Priority Collateral Trustee) diminishing or impairing its rights under the Pledged Equity Interest or the Collateral or agreeing to perform a share subscription obligationdo so, Pledgor it further agrees to keep Pledged Equity Interest free from all claims, assignments, encumbrances, security interests and liens, otherwise described or possibly created or undertaken (except for the authorized pledge in favor of the Second Priority Collateral Trustee);
c. it shall notify the Pledgee in writing of such circumstance by means any increase or decrease of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest its participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
d. promptly deliver or cause to be delivered to the Pledgee upon the subscription (f) Should Pledgor vote for whether directly or take indirectly through any subsidiary or affiliate or in any other action to obtain an manner) and payment of any capital increase in the capital of the Company, Pledgor shall subscribe (i) a new certificate, certifying the subscription and pay in payment of such number capital increase of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
, in favor of the Pledgee, and (gii) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation copy of the partners registry book (libro de registro de socios) of the Company or an containing the notation evidencing that such capital increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent has been pledged in favor of the Pledgee.
(h) Not to approve, propose certified as authentic by the Secretary or vote the declaration and/or payment of distributions or dividends an authorized officer of the Company without Company, all at the prior written consent expense of the Pledgee.Pledgor; and
(i) To ensure e. at any time, and from time to time, promptly execute and deliver further instruments and documents, and take all further action that may be necessary or desirable, or that the Company shall comply with Pledgee may reasonably request, in order to perfect and protect the security interest granted hereby, or to enable the Pledgee to exercise its rights and remedies hereunder, all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend at the Company's by-laws or other governing and constitutive documents without the prior written consent expense of the Pledgeethe Pledgor.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 2 contracts
Samples: Equity Interest Pledge Agreement (Satelites Mexicanos Sa De Cv), Equity Interest Pledge Agreement (Satelites Mexicanos Sa De Cv)
Pledgor’s Covenants. At its own expense 6.1. Pledgor covenants and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting agrees that it will defend Lender’s lien and subscribe, fully pay security interest in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner against the claims and demands of all persons whomsoever.
6.2. Pledgor covenants and agrees that without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by Lender, it will not sell, convey or by such other person as the Pledgee may appoint for perfection otherwise dispose of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted Pledged Stock, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance or restriction with respect to any of the Pledged Stock, or any interest therein, or any proceeds thereof, except for the liens and security interests created by this Pledge Agreement.
6.3. Pledgor covenants and agrees that it will not consent to the Pledgee hereunderissuance of: (i) any additional shares of capital stock of the Pledged Stock unless such shares are pledged and the Certificates therefor delivered to Lender, simultaneously with the issuance thereof, together with appropriate undated assignments separate from the Certificates duly executed in blank; and (ii) any options by the issuer of the Pledged Stock obligating such issuer to issue additional shares of capital stock of any class of such issues.
6.4. At any time from time to time, upon the written request of Lender, and at the sole expense of Pledgor, Pledgor covenants and agrees that it will promptly and duly execute and deliver such further instruments and documents and take such further actions as Lender may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, including, without limitation, the filing of UCC-1 financing statements in favor of Lender with respect to the Pledged Stock and the proceeds thereof, in form satisfactory to Lender and with the Secretary of State of any action state as Lender may determine. If any amount payable under or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take connection with any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged StockStock shall be or become evidenced by any promissory note, without other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Lender, duly endorsed in a manner satisfactory to Lender, to be held as Pledged Stock pursuant to this Pledge Agreement.
6.5. Pledgor covenants and agrees to pay, and to save the prior written consent Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the PledgeePledged Stock or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 2 contracts
Samples: Loan and Subordinated Debenture Purchase Agreement (German American Bancorp, Inc.), Loan and Subordinated Debenture Purchase Agreement (German American Bancorp, Inc.)
Pledgor’s Covenants. At In addition to its own expense other agreements herein, the Pledgor covenants and agrees with the Trustee and the Holders of the Notes that from and after the date hereof until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsTermination Date:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribeIt will, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued promptly upon request by the Company which are subject Trustee, execute and deliver or cause to be executed and delivered all assignments, instruments and other documents, in form and substance reasonably satisfactory to the Pledge granted hereby. Should Trustee, and take any other action that is necessary or desirable to perfect, further evidence the Pledgor fail to perform a share subscription obligationperfection of, Pledgor shall notify continue the Pledgee of such circumstance by means of perfection of, or protect the abovementioned noticefirst priority of, the Trustee’s security interest in order to enable the PledgeePledged Collateral, to exercise such rights in protect the name and Pledged Collateral against rights, claims, or interests asserted therein by third persons (other than any right, claim, or interest created by the Trustee on behalf of the Pledgor.Holders of the Notes), to enable the Trustee to enforce its rights and remedies hereunder, and to effect the purposes of this Security Agreement. The Pledgor will promptly pay all reasonable costs incurred in connection with any of the foregoing;
(b) Not to convey, assign, transfer It will not (and will not purport to) (i) sell or otherwise dispose by of, or grant any cause option or title warrant with respect to, any of the Pledged StockCollateral or its beneficial interest therein, or (ii) create or permit to exist any Lien or other adverse interest in or with respect to its beneficial interest in any of the Pledged Collateral (other than the security interest granted herein);
(c) Not It will not (i) enter into any agreement or understanding that, directly or indirectly, restricts or inhibits or purports to grant further property restrict or inhibit the Trustee’s rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee remedies hereunder, including, without limitation, the Trustee’s right to dispose of the Pledged Collateral as provided herein, or (ii) fail to pay or discharge any action tax, assessment or omission that may result levy of any nature with respect to its beneficial interest in the Pledgor's interest participation decreasing Pledged Collateral later than five days before the date of any proposed sale under any judgment, writ or warrant of attachment with respect to less than 80% (eighty per cent) of the capital of and voting rights in the Companyits beneficial interest;
(fd) Should Pledgor vote for or take any other action to obtain an increase in It will at all times remain the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights sole beneficial owner of the Pledged Stock, Collateral (subject to the security interest granted to the Trustee herein);
(e) It will not change the name on the account or its account number without the Trustee’s prior written consent of the Pledgeeconsent.
Appears in 2 contracts
Samples: Security Agreement (Health Net Inc), Security Agreement (Health Net Inc)
Pledgor’s Covenants. At its own expense In addition to the other covenants and until ------------------- agreements set forth herein and in the Secured Obligations are fully dischargedother Loan Documents, each Pledgor hereby undertakes covenants and agrees as follows:
(a) To give the Each Pledgor 10 (ten) day will pay, prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuanceto delinquency, all certificates evidencing new shares issued taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the Company amount or validity is being contested in good faith by appropriate proceedings and with respect to which are subject to reserves in conformity with GAAP have been provided on the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee books of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not No Pledgor will move his or her residence from the location set forth on the signature pages hereof except upon not less than 20 days' prior notice to convey, assign, transfer or otherwise dispose by any cause or title the Agent and such Pledgor's prior compliance with all applicable requirements of Section 5 hereof necessary to perfect the Pledged Stock;Lenders' security interest hereunder.
(c) Not No Pledgor shall withdraw as a member of any Pledged Entity, or file or pursue or take any action that may, directly or indirectly, cause a dissolution or liquidation of or with respect to grant further any Pledged Entity or seek a partition of any property rights in, pledges, liens and/or encumber the of any Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;Entity.
(d) To furnish Subject to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection provisions of the Pledge granted herebySection 14(j) hereof, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail each Pledgor agrees to take any action if which the Agent may reasonably request in order to obtain from the FCC such action might negatively affect any approval as may be necessary to enable the Lenders to exercise and enjoy the full rights and benefits granted to them by this Agreement, including the use of such Pledgor's best efforts to assist in obtaining the approval of the rights granted to the Pledgee hereunder, including, without limitation, FCC for any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote transaction contemplated by this Agreement for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in which such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalapproval is required by law.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 2 contracts
Samples: Pledge Agreement (Entravision Communications Corp), Pledge Agreement (Entravision Communications Corp)
Pledgor’s Covenants. At its own expense In addition to the other covenants and until ------------------- agreements set forth herein and in the Secured Obligations are fully dischargedother Loan Documents, each Pledgor hereby undertakes covenants and agrees as follows:
(a) To give the Each Pledgor 10 (ten) day will pay, prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuanceto delinquency, all certificates evidencing new shares issued taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the Company amount or validity is being contested in good faith by appropriate proceedings and with respect to which are subject to reserves in conformity with GAAP have been provided on the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee books of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not No Pledgor who is an individual, nor any trustee or co-trustee of any other Pledgor, will move his or her residence from the location set forth on the signature pages hereof except upon not less than 20 days' prior notice to convey, assign, transfer or otherwise dispose by any cause or title the Agent and such Pledgor's prior compliance with all applicable requirements of Section 5 hereof necessary to perfect the Pledged Stock;Lenders' security interest hereunder.
(c) Not No Pledgor shall withdraw as a member of any Pledged Entity, or file or pursue or take any action which may, directly or indirectly, cause a dissolution or liquidation of or with respect to grant further any Pledged Entity or seek a partition of any property rights in, pledges, liens and/or encumber the of any Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;Entity.
(d) To furnish Subject to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection provisions of the Pledge granted herebySection 14(j) hereof, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail each Pledgor agrees to take any action if which the Agent may reasonably request in order to obtain from the FCC such action might negatively affect any approval as may be necessary to enable the Lenders to exercise and enjoy the full rights and benefits granted to them by this Agreement, including the use of such Pledgor's best efforts to assist in obtaining the approval of the rights granted to the Pledgee hereunder, including, without limitation, FCC for any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote transaction contemplated by this Agreement for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in which such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalapproval is required by law.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 2 contracts
Samples: Pledge Agreement (Entravision Communications Corp), Pledge Agreement (Entravision Communications Corp)
Pledgor’s Covenants. At its own expense As long as any First Priority Obligations and until any other obligations under the Secured Obligations are fully dischargedGuarantee remain outstanding, the Pledgor hereby undertakes as followscovenants and agrees that:
a. it shall defend title and interest of the Pledged Assets against all persons, other than the Pledgee, and upon any request that from time to time the Pledgee may make;
b. except as permitted or required under the First Priority Indenture and the First Priority Collateral Trust Agreement, it shall abstain from selling, assigning, exchanging, pledging (except for the Second Priority Floating Pledge Agreement of even date herewith granted by the Pledgor in favor of the “Second Priority Collateral Trustee” (as defined in the First Priority Indenture) and as provided in paragraph (a) To give of Clause Third above) or otherwise transferring, encumbering, (except for the Pledgor 10 authorized pledge in favor of the Second Priority Collateral Trustee and as provided in paragraph (tena) day prior notice of Clause Third above) diminishing or impairing its rights under the Pledged Assets or agreeing to do so; it further agrees to keep Pledged Assets free from all claims, assignments, encumbrances, security interests and liens otherwise described or possibly created or undertaken (except for the authorized pledge in favor of the Second Priority Collateral Trustee pursuant to the Second Priority Floating Pledge Agreement);
c. it shall timely pay any an all taxes, assessments, and any other charges of any call for a Company shareholders' and/or board of directors' meeting and subscribenature which may be imposed, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject levied or asserted against or with respect to the Pledge granted hereby. Should the Pledgor fail Pledged Assets.
d. at any time, and from time to perform a share subscription obligationtime, Pledgor shall notify promptly execute and deliver further instruments and documents, and take all further action that may be necessary or desirable, or that the Pledgee of such circumstance by means of the abovementioned noticemay reasonably request, in order to perfect and protect the Security Interest granted hereby, or to enable the Pledgee, Pledgee to exercise such its rights in and remedies hereunder, all at the name and on behalf expense of the Pledgor.;
(b) Not e. The Pledgor hereby expressly and irrevocably agrees to convey, assign, transfer or otherwise dispose by any cause or title maintain the pledge and Security Interest in favor of the Pledgee in respect of the entire Pledged Stock;
(c) Not Assets and hereby expressly, irrevocably and unconditionally waives all rights to grant further property exercise any and all rights in, pledges, liens and/or encumber set forth in Article 358 of the Pledged Stock or otherwise affect them to restrictions or charge them in any manner Law without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result unless otherwise expressly provided in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of First Priority Indenture and the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalFirst Priority Documents.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 2 contracts
Samples: Floating Lien Pledge Agreement (Satelites Mexicanos Sa De Cv), Floating Lien Pledge Agreement (Satelites Mexicanos Sa De Cv)
Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes covenants to Pledgee in respect of itself and Gridsum Holdco of which it holds equity as follows:
(a) To give the Pledgor 10 (ten) day 8.1 Without prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued written consent by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligationPledgee, Pledgor shall notify not establish or permit to establish any new pledge or any other encumbrance on the Pledged Property.
8.2 Without first giving written notice to Pledgee of such circumstance and having Pledgee’s prior written consent, Pledgor shall not transfer the Pledged Property, and any attempt by means of Pledgor to transfer the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name Pledged Property shall be null and on behalf of the Pledgor.;
(b) Not to convey, assign, void. The proceeds from transfer or otherwise dispose by any cause or title of the Pledged Stock;Property by Pledgor shall be used to repay to Pledgee in advance the Guaranteed Liabilities or deposit the same to the third party agreed with Pledgee.
(c) Not to grant further property rights in8.3 In case of any litigation, pledges, liens and/or encumber arbitration or other arbitration which may affect detrimentally the interest of Pledgor or Pledgee under the Transaction Agreements and hereunder or the Pledged Stock Property, Pledgor undertakes to notify Pledgee in writing as soon as possible and promptly and shall take, at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property.
8.4 Pledgor shall not carry on or otherwise permit any act or action which may affect them detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property.
8.5 Pledgor guarantees that it shall, at the reasonable request of Pledgee, take all necessary measures and execute all necessary documents (including but not limited to restrictions or charge them supplementary agreement hereof) in any manner without respect of ensuring the prior written consent pledge interest of Pledgee in the Pledgee;
(d) To furnish to Pledged Property and the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, exercise and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any realization of the rights granted thereof.
8.6 In case of assignment of any Pledged Property as the result of the exercise of the right to the Pledgee pledge hereunder, including, without limitation, any action or omission Pledgor guarantees that may result in the Pledgor's interest participation decreasing it will take all necessary measures to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in realize such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalassignment.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 2 contracts
Samples: Equity Pledge Agreement (Gridsum Holding Inc.), Equity Pledge Agreement (Gridsum Holding Inc.)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give Pledgor shall execute any and all such documents as the Pledgor 10 Bank may request, including without limitation, financing statements pursuant to the Uniform Commercial Code in the jurisdiction in which the Collateral is located or in which Borrower resides or is formed or organized, as applicable (tenthe “Uniform Commercial Code”) day prior notice to preserve and maintain the priority of the lien created hereby on the Collateral, and shall pay to the Bank on demand any expenses incurred by the Bank in connection with the preparation, execution and filing of any call for a Company shareholders' and/or board of directors' meeting such documents. Said financing statements shall be filed in such offices as the Bank deems advisable under the Uniform Commercial Code. Pledgor hereby authorizes the Bank to file all financing statements, refilings, continuations and subscribeamendments thereof as the Bank deems necessary or advisable to create, fully pay in preserve and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted herebyprotect said lien and security interest. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify cooperate with the Pledgee Bank in obtaining control of such circumstance by means deposit accounts, letter of credit rights and any other Collateral for which control is necessary for perfection under the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the PledgorUniform Commercial Code.;
(b) Not to convey, assign, transfer or otherwise dispose by The Pledgor will properly preserve the Collateral; defend the Collateral against any cause or title of the Pledged Stock;adverse claims and demands; and keep accurate Books and Records.
(c) Not The Pledgor's chief executive office is located, in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(d) The Pledgor will notify the Bank in writing prior to any change in the Pledgor's name, identity or business structure.
(e) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank.
(f) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(g) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(h) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(i) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(j) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Bank; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgeebusiness.
(k) Not The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages (including without limitation windstorm coverage, and hurricane coverage as applicable), to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Bank and include a loss payable endorsement in favor of the Pledged StockBank in a form acceptable to the Bank. Upon the request of the Bank, without the prior Pledgor will deliver to the bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(l) The Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Bank and shall provide that the Bank has no liability to such owner, holder of any lien, or any other person.
(m) The Pledgor shall not withdraw funds from any deposit account which is part of the Collateral without the Bank's prior written consent. The Pledgor agrees that, upon maturity of any deposit account with a maturity date, such deposit account shall be renewed at the Bank’s then prevailing rate of interest for successive ninety (90) day periods (or such other time period as may be agreed by the Bank and the Pledgor). Notwithstanding the Bank's security interest in the proceeds of the deposit accounts, the Bank will continue to pay to the Pledgor interest accruing thereunder until the occurrence of a default under this Agreement.
(n) Exhibit A to this Agreement is a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Bank in its discretion, the Pledgor will promptly notify the Bank of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Bank, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(o) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Bank and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Bank. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or except with the Bank's prior written consent.
Appears in 2 contracts
Samples: Security Agreement (Gse Systems Inc), Security Agreement (Gse Systems Inc)
Pledgor’s Covenants. At its own expense and until 6.1 During the Secured Obligations are fully dischargedeffective term of this Agreement, the Pledgor hereby undertakes as followscovenants that:
(a) To give 6.1.1 Without Party A’s prior and written consent, it will not transfer the Equity, or will not set or permit the existence of any pledge, other encumbrances, or any other third party’s security interests which may affect Party A’s rights and interest on the Equity, except transferring the Equity to Party A or Party A’s designated person upon Party A’s request.
6.1.2 After receiving the notices, instructions or suggestions on the Pledge Right issued or provided by the competent authorities, it will bring forth such notices, instructions or suggestions to Party A within 5 working days and take relevant actions pursuant to Party A’s reasonable instruction, subject to all applicable laws.
6.1.3 It will notify Party A on a timely basis of any event or notice it receives which may have impact on the Pledgor’s part of or all of the Equity, or which may change the Pledgor’s any obligations under this Agreement, or which may affect the Pledgor’s performance of its obligations under this Agreement. In addition, it shall relevant actions pursuant to Party A’s reasonable instruction.
6.2 The Pledgor agrees that Party A is entitled to exercise its rights according to this Agreement without being interrupted or impaired by the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give or the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject ’s successor or assignee or any third party.
6.3 The Pledgor undertakes to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned noticeParty A that, in order to enable protect or improve the Pledgeesecurity for the Pledgor and /or the Company’s obligations under Relevant Agreements, the Pledgor will conduct all necessary amendments to exercise such rights its articles of association and the Company’s articles of association (if applicable), it will faithfully sign or procure the party who has interest in the name Pledge Right to sign any and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested of title and deeds as required by Party A, and/or it will take or procure the party who has interest in the Pledge Right to take relevant actions as required by such other person as the Pledgee may appoint for perfection Party A; and it will provide relevant assistance in Party A’s exercising of the Pledge granted herebyRight. It will sign relevant amendment documents related to the equity certificate with Party A or Party A’s designated third party and it will provide all documents related to the Pledge Right to Party A according to Party A’s requirement.
6.4 The Pledgor undertakes to Party A that, and do for Party A’s interests, it will conform to and perform such other acts as may prove necessary all its warranties, covenants, agreements and representations. If the Pledgor fails to maintain perform or fails to fully perform all its warranties, covenants, agreements and representations, it will compensate all the perfected security interest;
(e) Not losses incurred to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalParty A arising therefrom.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 2 contracts
Samples: Share Pledge Agreement (Ku6 Media Co., LTD), Share Pledge Agreement (Ku6 Media Co., LTD)
Pledgor’s Covenants. At its own expense As long as any Second Priority Obligations and until any other obligations under the Guarantee remain outstanding, the Pledgor covenants and agrees the following, provided that nothing in this Agreement shall limit or restrict the rights of the First Priority Collateral Trustee and the First Priority Indenture Trustee, including without limitation any right of any holder of a First Priority Obligation, to exercise their creditors rights or remedies of the First Priority Senior Secured Obligations are fully discharged, Pledgor hereby undertakes as followsNotes or any refinancing thereof:
a. it shall defend title and interest of the Pledged Assets against all persons, other than the Pledgee, and upon any request that from time to time the Pledgee may make;
b. except as permitted or required under the Second Priority Indenture and the Second Priority Collateral Trust Agreement, it shall abstain from selling, assigning, exchanging, pledging (except for the First Priority Floating Pledge Agreement) and as provided in paragraph (a) To give of Clause Third above) or otherwise transferring, encumbering (except for the Pledgor 10 (ten) day prior notice First Priority Floating Pledge Agreement), diminishing or impairing its rights under the Pledged Assets or agreeing to do so; it further agrees to keep Pledged Assets free from all claims, assignments, encumbrances, security interests and liens otherwise described or possibly created or undertaken;
c. it shall timely pay any an all taxes, assessments, and any other charges of any call for a Company shareholders' and/or board of directors' meeting and subscribenature which may be imposed, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject levied or asserted against or with respect to the Pledge granted hereby. Should the Pledgor fail Pledged Assets.
d. at any time, and from time to perform a share subscription obligationtime, Pledgor shall notify promptly execute and deliver further instruments and documents, and take all further action that may be necessary or desirable, or that the Pledgee of such circumstance by means of the abovementioned noticemay reasonably request, in order to perfect and protect the Security Interest granted hereby, or to enable the Pledgee, Pledgee to exercise such its rights in and remedies hereunder, all at the name and on behalf expense of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title e. following the satisfaction of the Condition Precedent, the Pledgor hereby expressly and irrevocably agrees to maintain the pledge and Security Interest in favor of the Pledgee in respect of the entire Pledged Stock;
(c) Not Assets and hereby expressly, irrevocably and unconditionally waives all rights to grant further property exercise any and all rights in, pledges, liens and/or encumber set forth in Article 358 of the Pledged Stock or otherwise affect them to restrictions or charge them in any manner Law without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result unless otherwise expressly provided in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of Second Priority Indenture and the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalSecond Priority Documents.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 2 contracts
Samples: Floating Lien Pledge Agreement (Satelites Mexicanos Sa De Cv), Floating Lien Pledge Agreement (Satelites Mexicanos Sa De Cv)
Pledgor’s Covenants. At its own expense Pledgor hereby covenants and agrees that until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsIndebtedness is paid and performed in full:
(a) To give Pledgor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by Pledgor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Collateral, except for taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims that are being contested in good faith by appropriate proceedings and for which reserves in accordance with generally acceptable accounting principles have been established. In the event that Pledgor 10 (ten) day prior notice should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due, then Secured Party shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any call for a Company shareholders' and/or board Person by reason of directors' meeting such payment, and subscribethe amounts so paid, fully pay in and give the Pledgortogether with interest thereon as provided herein, within three (3) days of issuance, all certificates evidencing new shares issued shall be secured by the Company Security Interests.
(b) Pledgor will not sell, transfer, mortgage, or otherwise encumber any Collateral in any manner without first obtaining the written consent of Secured Party, which are subject consent may be withheld in Secured Party's sole and absolute discretion. Any written consent to the Pledge granted hereby. Should the any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance.
(c) Pledgor fail will, at its expense and in such manner and form as Secured Party may from time to perform a share subscription obligationtime reasonably require, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned noticeexecute, deliver, file, and record any financing statement, specific assignment, or other instruments, certificates, or papers, and take any other action that may be necessary or desirable, or that Secured Party may from time to time reasonably request, in order to create, preserve, perfect, or validate any Security Interest, or to enable Secured Party to exercise and enforce its rights hereunder with respect to any of the PledgeeCollateral. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Collateral, or any part thereof, Pledgor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce the Security Interests of Secured Party under the law of such other jurisdiction, to exercise such rights at least the same extent that the Security Interests would be protected under the Code. To the extent permitted by applicable law, Pledgor hereby authorizes Secured Party to execute and file, in the name and on behalf of Pledgor or otherwise, financing statements that Secured Party in its sole discretion may deem necessary or appropriate to further perfect the PledgorSecurity Interests.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested If Pledgor receives, by it virtue of being or by such other person as the Pledgee may appoint for perfection having been an owner of any of the Pledge granted herebyCollateral, any notes, other instruments, options, cash distributions, or any other distribution, then Pledgor shall receive the same in trust for the benefit of Secured Party, shall immediately notify Secured Party of such receipt, and do shall immediately take all such actions and perform execute all such documents as Secured Party deems necessary or appropriate to continue or create as first and prior perfected Liens, in favor of Secured Party covering such notes, other acts as may prove necessary to maintain the perfected security interest;instruments, or options.
(e) Not Pledgor will notify Secured Party in writing prior to take any change of Pledgor's chief executive office or fail principal place of business.
(f) Pledgor shall cause to take be obtained any action if such action might negatively affect any of and all waivers and consents necessary to make effective the rights grant contained in and to perfect the security interest granted to the Pledgee hereunderSecured Party pursuant to SECTION 2.1 hereof, including, without limitation, any action or omission that may result in all necessary waivers and consents from the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital partners, if any, of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call Pledgor shall perform fully all obligations imposed upon it by any meeting agreements or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution instruments concerning all or liquidation any part of the Company Collateral, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or an increase modify, or consent to the amendment or modification of its capital, issuance of new shares such agreements or exchange of existing onesinstruments, without the prior written consent of the PledgeeSecured Party.
(h) Not Pledgor shall promptly notify Secured Party of any material adverse change in any material fact or material circumstance warranted or represented by Pledgor in this Agreement or the Note or in any other writing furnished by Pledgor to approve, propose Secured Party in connection with the Collateral or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificatesSecured Indebtedness, and authorizations necessary for shall promptly notify Secured Party of any activities claim, action, or proceeding affecting title to the Collateral, or any part thereof, or the Security Interests herein, and, at the request of Secured Party, shall appear and defend, at Pledgor's expense, any such action or transactions to be carried out by itproceeding.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 2 contracts
Samples: Pledge Agreement (Venus Exploration Inc), Pledge Agreement (Exco Resources Inc)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor’s chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor’s name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank.
(e) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Bank; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itbusiness.
(j) Not The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Bank and constitutive documents without the prior written consent include a loss payable endorsement in favor of the PledgeeBank in a form acceptable to the Bank. Upon the request of the Bank, the Pledgor will deliver to the bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(k) Not The Pledgor will not attach any Collateral to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Bank and shall provide that the Bank has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit “A” to this Agreement is a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Bank in its discretion, the Pledgor will promptly notify the Bank of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Bank, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Bank and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Bank. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor’s business, or except with the Bank’s prior written consent.
Appears in 2 contracts
Samples: Security Agreement (WPCS International Inc), Security Agreement (WPCS International Inc)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsLender in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor’s chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Lender at least thirty (30) days’ notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Lender in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Lender in writing prior to any change in the Pledgor’s name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Lender, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Lender.
(e) The Pledgor will promptly notify the Lender in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Lender to dispose of the Collateral, or the rights inand remedies of the Lender in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Lender’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any such payment, the Lender at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Lender on demand for any Collateral Costs so incurred.
(g) Until the Lender exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bxxx of lading, the Pledgor shall immediately deliver such document to the Lender, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Lender; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itbusiness.
(j) Not The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation windstorm coverage and hurricane coverage as applicable), to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and constitutive documents without basis reasonably acceptable to the prior written consent Lender, shall require losses to be paid on a replacement cost basis, shall be issued by insurance companies acceptable to the Lender and include a loss payable endorsement in favor of the PledgeeLender in a form acceptable to the Lender. Upon the request of the Lender, the Pledgor will deliver to the Lender a copy of each insurance policy, or, if permitted by the Lender, a certificate of insurance listing all insurance in force.
(k) Not The Pledgor will not attach any Collateral to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Lender of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Lender and shall provide that the Lender has no liability to such owner, holder of any lien, or any other person.
(l) The Pledgor shall not withdraw funds from any deposit account which is part of the Collateral without the Lender’s prior written consent. The Pledgor agrees that, upon maturity of any deposit account with a maturity date, such deposit account shall be renewed at the Lender’s then prevailing rate of interest for successive ninety (90) day periods (or such other time period as may be agreed by the Lender and the Pledgor). Notwithstanding the Lender’s security interest in the proceeds of the deposit accounts, the Lender will continue to pay to the Pledgor interest accruing thereunder until the occurrence of a default under this Agreement.
Appears in 1 contract
Pledgor’s Covenants. At its own expense 6.1 Pledgor covenants and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting agrees that it will defend Lender’s lien and subscribe, fully pay security interest in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner against the claims and demands of all persons whomsoever.
6.2 Pledgor covenants and agrees that without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by Lender, it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebywill not sell, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements convey or otherwise restrict the voting rights dispose of any of the Pledged Stock, without the prior written consent or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance or restriction with respect to any of the PledgeePledged Stock, or any interest therein, or any proceeds thereof, except for the liens and security interests created by this Pledge Agreement.
6.3 Pledgor covenants and agrees that it will not consent to the issuance of: (i) any additional shares of capital stock of the Pledged Stock unless such shares are pledged and the Certificates therefor delivered to Lender, simultaneously with the issuance thereof, together with appropriate undated assignments separate from the Certificates duly executed in blank; and (ii) any options by the issuer of the Pledged Stock obligating such issuer to issue additional shares of capital stock of any class of such issuer.
6.4 At any time from time to time, upon the written request of Lender, and at the sole expense of Pledgor, Pledgor covenants and agrees that it will promptly and duly execute and deliver such further instruments and documents and take such further actions as Lender may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Pledged Stock shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Lender, duly endorsed in a manner satisfactory to Lender, to be held as Pledged Stock pursuant to this Pledge Agreement.
6.5 Pledgor covenants and agrees to pay, and to hold Lender harmless from any and all liabilities with respect to or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Stock or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 1 contract
Samples: Loan and Subordinated Debenture Purchase Agreement (Old Second Bancorp Inc)
Pledgor’s Covenants. At In addition to its own expense other agreements herein, the Pledgor covenants and agrees with the Trustee and the Holders of the Notes that from and after the date hereof until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsTermination Date:
(a) To give It will, promptly upon request by the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting Trustee, execute and subscribedeliver or cause to be executed and delivered, fully pay in and give the Pledgor, within three (3) days of issuanceor use its commercially reasonable efforts to procure, all certificates evidencing new shares issued assignments, instruments and other documents, in form and substance reasonably satisfactory to the Trustee, and take any other action that is necessary or desirable to perfect, further evidence the perfection of, continue the perfection of, or protect the first priority of, the Trustee's security interest in the Pledged Collateral, to protect the Pledged Collateral against rights, claims, or interests asserted therein by third persons (other than any right, claim, or interest created by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and Trustee on behalf of the Pledgor.Holders of the Notes), to enable the Trustee to enforce its rights and remedies hereunder, and to effect the purposes of this Security Agreement. The Pledgor will promptly pay all reasonable costs incurred in connection with any of the foregoing;
(b) Not to convey, assign, transfer It will not (and will not purport to) (i) sell or otherwise dispose by of, or grant any cause option or title warrant with respect to, any of the Pledged StockCollateral or its beneficial interest therein, or (ii) create or permit to exist any Lien or other adverse interest in or with respect to its beneficial interest in any of the Pledged Collateral (other than the security interest granted herein);
(c) Not It will not (i) enter into any agreement or understanding that, directly or indirectly, restricts or inhibits or purports to grant further property restrict or inhibit the Trustee's rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee remedies hereunder, including, without limitation, any action or omission that may result in the PledgorTrustee's interest participation decreasing right to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights dispose of the Pledged StockCollateral as provided herein, without or (ii) fail to pay or discharge any tax, assessment or levy of any nature with respect to its beneficial interest in the prior written consent Pledged Collateral later than five days before the date of any proposed sale under any judgment, writ or warrant of attachment with respect to its beneficial interest; and
(d) It will at all times remain the sole beneficial owner of the PledgeePledged Collateral (subject to the security interest granted to the Trustee herein).
Appears in 1 contract
Samples: Security and Control Agreement (Horseshoe Gaming Holding Corp)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor agrees: (i) to indemnify the Bank against all losses, claims, demands, liabilities and expenses of every kind caused by any Collateral; (ii) to permit the Bank to exercise its rights under this Agreement; (iii) to execute and deliver such documents as the Bank deems necessary to create, perfect and continue the security interests contemplated by this Agreement; (iv) not to change its name (including, for an individual, the Pledgor’s name on any driver’s license or special identification card issued by any state), and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered or its business structure without giving the Bank at least 30 days prior written notice; (v) not to change the places where the Pledgor 10 (ten) day keeps any Collateral or the Pledgor's Books and Records concerning the Collateral without giving the Bank prior written notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company address to which are subject to the Pledge granted hereby. Should the Pledgor fail is moving same; and (vi) to perform a share subscription obligation, Pledgor shall notify cooperate with the Pledgee of Bank in perfecting all security interests granted by this Agreement and in obtaining such circumstance by means of agreements from third parties as the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;Bank deems
(b) Not The Pledgor agrees with regard to conveythe Collateral, assign, transfer or unless the Bank agrees otherwise dispose by any cause or title in writing: (i) that the Bank is authorized to file financing statements in the name of the Pledged Stock;
Pledgor to perfect the Bank's security interest in the Collateral; (cii) Not that the Bank is authorized to grant further property rights innotify any account debtors, pledgesany buyers of the Collateral, liens and/or encumber or any other persons of the Pledged Stock Bank's interest in the Collateral; (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control of the Collateral, and not to use any Collateral for any unlawful purpose or otherwise affect them to restrictions or charge them in any manner without way that would void any insurance required to be carried; (iv) not to remove the prior written consent Collateral from the Pledgor's premises except in the ordinary course of the Pledgee;
Pledgor's business; (dv) To furnish to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebyCollateral, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of the Bank; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any action Collateral or omission that may result any interest in the Collateral, except sales of inventory to buyers in the ordinary course of the Pledgor's interest participation decreasing business; (viii) to less than 80% permit the Bank to inspect the Collateral at any time; (eighty per centix) to keep, in accordance with generally accepted accounting principles, complete and accurate Books and Records regarding all the Collateral, and to permit the Bank to inspect the same and make copies at any reasonable time; (x) if requested by the Bank, to receive and use reasonable diligence to collect the Collateral consisting of accounts and other rights to payment and proceeds, in trust and as the property of the capital of Bank, and voting rights to immediately endorse as appropriate and deliver such Collateral to the Bank daily in the Company;
exact form in which they are received together with a collection report in form satisfactory to the Bank; (fxi) Should Pledgor vote for not to commingle the Collateral, or take collections with respect to the Collateral, with other property; (xii) to give only normal allowances and credits and to advise the Bank thereof immediately in writing if they affect any rights to payment or proceeds in any material respect; (xiii) from time to time, when requested by the Bank, to prepare and deliver a schedule of all the Collateral subject to this Agreement and to assign in writing and deliver to the Bank all accounts, contracts, leases and other chattel paper, instruments, and documents; (xiv) in the event the Bank elects to receive payments or rights to payment or proceeds hereunder, to pay all expenses incurred by the Bank, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and other expenses; and (xv) to provide any service and do any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as acts which may be necessary to maintain, preserve and protect all the Collateral and, as appropriate and applicable, to keep all the Collateral in proportion good and saleable condition, to its respective interest participation deal with the Collateral in accordance with the Company's capital.
(g) Not standards and practices adhered to call any meeting or vote on shareholders' meeting decisions aimed at effecting a mergergenerally by users and manufacturers of like property, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain keep all the Collateral free and maintain in full force and effect clear of all permitsdefenses, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgeeoffset and counterclaims.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor agrees: (i) to indemnify the Bank against all losses, claims, demands, liabilities and expenses of every kind caused by any Collateral; (ii) to permit the Bank to exercise its rights under this Agreement; (iii) to execute and deliver such documents as the Bank deems necessary to create, perfect and continue the security interests contemplated by this Agreement; (iv) not to change its name (including, for an individual, the Pledgor's name on any driver's license or special identification card issued by any state), and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered or its business structure without giving the Bank at least 30 days prior written notice; (v) not to change the places where the Pledgor 10 (ten) day keeps any Collateral or the Pledgor's Books and Records concerning the Collateral without giving the Bank prior written notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company address to which are subject to the Pledge granted hereby. Should the Pledgor fail is moving same; and (vi) to perform a share subscription obligationcooperate with the Bank in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as the Bank deems necessary, Pledgor shall notify proper or convenient in connection with the Pledgee preservation, perfection or enforcement of such circumstance by means any of the abovementioned notice, in order to enable the Pledgee, to exercise such its rights in the name and on behalf of the Pledgorunder this Agreement.;
(b) Not The Pledgor agrees with regard to conveythe Collateral, assign, transfer or unless the Bank agrees otherwise dispose by any cause or title in writing: (i) that the Bank is authorized to file financing statements in the name of the Pledged Stock;Pledgor to perfect the Bank's security interest in the Collateral; (ii) that the Bank is authorized to notify any account debtors, any buyers of the Collateral, or any other persons of the Bank's interest in the Collateral, (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control of the Collateral, and not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried; (iv) not to remove the Collateral from the Pledgor's premises except in the ordinary course of the Pledgor's business; (v) to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Collateral, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of the Bank; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any Collateral or any interest in the Collateral, except sales of inventory to buyers in the ordinary course of the Pledgor's business; (viii) to permit the Bank to inspect the Collateral at any time; (ix) to keep, in accordance with generally accepted accounting principles, complete and accurate Books and Records regarding all the Collateral, and to permit the Bank to inspect the same and make copies at any reasonable time; (x) if requested by the Bank, to receive and use reasonable diligence to collect the Collateral consisting of accounts and other rights to payment and proceeds, in trust and as the property of the Bank, and to immediately endorse as appropriate and deliver such Collateral to the Bank daily in the exact form in which they are received together with a collection report in form satisfactory to the Bank; (xi) not to commingle the Collateral, or collections with respect to the Collateral, with other property; (xii) to give only normal allowances and credits and to advise the Bank thereof immediately in writing if they affect any rights to payment or proceeds in any material respect; (xiii) from time to time, when requested by the Bank, to prepare and deliver a schedule of all the Collateral subject to this Agreement and to assign in writing and deliver to the Bank all accounts, contracts, leases and other chattel paper, instruments, and documents; (xiv) in the event the Bank elects to receive payments or rights to payment or proceeds hereunder, to pay all expenses incurred by the Bank, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and other expenses; and (xv) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all the Collateral and, as appropriate and applicable, to keep all the Collateral in good and saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all the Collateral free and clear of all defenses, rights of offset and counterclaims.
(c) Not If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to grant further property rights inthe Bank, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in together with any manner without the prior written consent of the Pledgee;necessary endorsements.
(d) To furnish The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation flood, windstorm coverage and hurricane coverage as applicable), to the Pledgee all documents requested extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and basis reasonably acceptable to the Bank, shall require losses to be paid on a replacement cost basis, shall be issued by it or by such other person as insurance companies acceptable to the Pledgee may appoint for perfection Bank and include a lender loss payable endorsement and additional insured endorsement in favor of the Pledge granted herebyBank in a form acceptable to the Bank. Upon the request of the Bank, and do and perform such other acts as may prove necessary the Pledgor will deliver to maintain the perfected security interest;Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(e) Not The Pledgor will not attach any Collateral to take any real property or fail fixture in a manner which might cause such Collateral to take any action if such action might negatively affect any of become a part thereof unless the rights granted to Pledgor first obtains the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of any owner, holder of any lien on the Pledgee.
(h) Not real property or fixture, or other person having an interest in such property to approve, propose or vote the declaration and/or payment of distributions or dividends removal by the Bank of the Company without the prior Collateral from such real property or fixture. Such written consent of shall be in form and substance acceptable to the Pledgee.
(i) To ensure Bank and shall provide that the Company shall comply with all statutesBank has no liability to such owner, executive ordersholder of any lien, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for or any activities and or transactions to be carried out by itother person.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense 6.1. Pledgor covenants and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting agrees that it will defend Lender's lien and subscribe, fully pay security interest in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner against the claims and demands of all persons whomsoever.
6.2. Pledgor covenants and agrees that without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by Lender, it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebywill not sell, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements convey or otherwise restrict the voting rights dispose of any of the Pledged Stock, without the prior written consent or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance or restriction with respect to any of the PledgeePledged Stock, or any interest therein, or any proceeds thereof, except for the liens and security interests created by this Pledge Agreement.
6.3. Pledgor covenants and agrees that it will not consent to the issuance of: (i) any additional shares of capital stock of the Pledged Stock unless such shares are pledged and the Certificates therefor delivered to Lender, simultaneously with the issuance thereof, together with appropriate undated assignments separate from the Certificates duly executed in blank; and (ii) any options by the issuer of the Pledged Stock obligating such issuer to issue additional shares of capital stock of any class of such issues.
6.4. At any time from time to time, upon the written request of Lender, and at the sole expense of Pledgor, Pledgor covenants and agrees that it will promptly and duly execute and deliver such further instruments and documents and take such further actions as Lender may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Pledged Stock shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Lender, duly endorsed in a manner satisfactory to Lender, to be held as Pledged Stock pursuant to this Pledge Agreement.
6.5. Pledgor covenants and agrees to pay, and to save the Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Stock or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 1 contract
Samples: Loan and Subordinated Debenture Purchase Agreement (Taylor Capital Group Inc)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor’s chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor’s name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank.
(e) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
Bank; provided, however, that the Pledgor may (dx) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% ordinary course of business and (eighty per centy) sell or otherwise dispose of equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for $500,000 or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itless.
(j) Not The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Bank and constitutive documents without the prior written consent include a loss payable endorsement in favor of the PledgeeBank in a form acceptable to the Bank. Upon the request of the Bank, the Pledgor will deliver to the bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(k) Not The Pledgor will not attach any Collateral to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Bank and shall provide that the Bank has no liability to such owner, holder of any lien, or any other person.
(n) Exhibit A to this Agreement is a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Bank in its discretion, the Pledgor will promptly notify the Bank of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Bank, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(o) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Bank and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Bank. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor’s business, or except with the Bank’s prior written consent.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor’s chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor’s name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank.
(e) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the indebtedness and bear interest at the rate set out in the indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Bank; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itbusiness.
(j) Not The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation windstorm coverage, and hurricane coverage as applicable), to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and constitutive documents without basis reasonably acceptable to the prior written consent Bank, shall require losses to be paid on a replacement cost basis, shall be issued by insurance companies acceptable to the Bank and include a loss payable endorsement in favor of the PledgeeBank in a form acceptable to the Bank. Upon the request of the Bank, the Pledgor will deliver to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(k) Not The Pledgor will not attach any Collateral to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Bank and shall provide that the Bank has no liability to such owner, holder of any lien, or any other person.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followswarrants that unless compliance is waived by DJS and BOA in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor's chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give DJS and BOA at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify DJS and BOA in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify DJS and BOA in writing prior to any change in the Pledgor's name, identity or business structure.
(d) The Pledgor has not granted and will not grant further property any security interest in any of the Collateral except: (i) to DJS; and (ii) to a lender with the consent of BOA (as determined in the sole discretion of BOA) in accordance with the terms set forth in Section 8.26 of the Loan Agreement between BOA and DAL Group, LLC dated even date herewith, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of DJS, as assigned to BOA and except as provided in Section 5(g) of this Security Agreement.
(e) The Pledgor will promptly notify DJS and BOA in writing of any event which affects the value of the Collateral, the ability of the Pledgor or DJS to dispose of the Collateral, or the rights inand remedies of DJS in relation thereto, pledgesincluding, liens but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect DJS’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's default for failure to make any such payment, DJS or BOA at their respective option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse DJS on demand for any Collateral Costs so incurred.
(g) Until DJS and/or encumber BOA exercise their respective rights to make collection, the Pledged Stock Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to DJS or, if BOA has exercised its collateral assignment to BOA, together with any necessary endorsements.
(i) Except in the ordinary course of business, the Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them dispose of any Collateral except with the prior written consent of DJS and BOA.
(j) The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation windstorm coverage and hurricane coverage as applicable), to restrictions the extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and basis reasonably acceptable to DJS and BOA, shall require losses to be paid on a replacement cost basis, shall be issued by insurance companies acceptable to DJS and BOA and include a loss payable endorsement in favor of DJS and BOA in a form acceptable to DJS and BOA. Upon the request of DJS and BOA, the Pledgor will deliver to DJS and BOA a copy of each insurance policy, or, if permitted by DJS and BOA, a certificate of insurance listing all insurance in force.
(k) The Pledgor will not attach any Collateral to any real property or charge them fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any manner owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by DJS or BOA of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to DJS and BOA and shall provide that DJS or BOA has no liability to such owner, holder of any lien, or any other person.
(l) Following a default under either of the Agreements and/or this Security Agreement, the Pledgor shall not withdraw funds from any deposit account which is part of the Collateral without the prior written consent of DJS's and, for so long as the Pledgee;
BOA Loan remains outstanding or BOA has any funding obligation thereunder, BOA’s prior written consent. Following such a default, the Pledgor agrees that, upon maturity of any deposit account with a maturity date, such deposit account shall be renewed at the institution’s then prevailing rate of interest for successive ninety (d90) To furnish to the Pledgee all documents requested by it day periods (or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares time period as may be appropriate in proportion to its respective interest participation in agreed by DJS, BOA and the Company's capitalPledgor).
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor agrees: (i) to indemnify the Bank against all losses, claims, demands, liabilities and expenses of every kind caused by any Collateral, other than any such losses, claims, demands, liabilities and expenses that are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the Bank’s gross negligence or willful misconduct; (ii) to permit the Bank to exercise its rights under this Agreement; (iii) to execute and deliver such documents as the Bank reasonably deems necessary to create, perfect and continue the security interests contemplated by this Agreement; (iv) not to change its name, and as applicable, its chief executive office or the jurisdiction in which it is organized and/or registered or its business structure without giving the Bank at least 30 days prior written notice; (v) not to change the places where the Pledgor 10 (ten) day keeps any Collateral or the Pledgor’s Books and Records concerning the Collateral without giving the Bank prior written notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company address to which are subject to the Pledge granted hereby. Should the Pledgor fail is moving same; and (vi) to perform a share subscription obligationcooperate with the Bank in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as the Bank reasonably deems necessary, Pledgor shall notify proper or convenient in connection with the Pledgee preservation, perfection or enforcement of such circumstance by means any of the abovementioned notice, in order to enable the Pledgee, to exercise such its rights in the name and on behalf of the Pledgorunder this Agreement.;
(b) Not The Pledgor agrees with regard to conveythe Collateral, assign, transfer or unless the Bank agrees otherwise dispose by any cause or title in writing: (i) that the Bank is authorized to file financing statements in the name of the Pledged Stock;Pledgor to perfect the Bank’s security interest in the Collateral; (ii) that if the Pledgor fails to do so upon request of the Bank, the Bank is authorized to notify any account debtors, any buyers of the Collateral, or any other persons of the Bank’s interest in the Collateral, (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control of the Collateral, and not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried; (iv) except as permitted under the Loan Agreement, not to remove the Collateral from the Pledgor’s premises and locations set forth on Schedule 1 attached hereto (as supplemented from time to time by notices delivered pursuant to Section 3(a)(v)), except in the ordinary course of the Pledgor’s business or to transfer such Collateral among such locations; (v) to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Collateral, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of the Bank or such liens and encumbrances permitted under the Loan Agreement; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any Collateral or any interest in the Collateral, except sales of inventory to buyers in the ordinary course of the Pledgor’s business and except as permitted under the Loan Agreement; (viii) to permit the Bank to inspect the Collateral in accordance with the Loan Agreement; (ix) to keep, in accordance with generally accepted accounting principles applied consistently with those applied in the preparation of financial statements provided to the Bank prior to the date of this Agreement, complete and accurate Books and Records regarding all the Collateral, and to permit the Bank to inspect the same and make copies at any reasonable time on reasonable notice; (x) if requested by the Bank, to receive and use reasonable diligence to collect the Collateral consisting of accounts and other rights to payment and proceeds, in trust and as the property of the Bank, and to immediately endorse as appropriate and deliver such Collateral to the Bank daily in the exact form in which they are received together with a collection report in form satisfactory to the Bank; (xi) to give only normal allowances and credits in the ordinary course of business and to advise the Bank promptly if any non-ordinary course allowance or credit adversely affects any rights to payment or proceeds of in excess of $250,000 in any material respect; (xiii) from time to time, when requested by the Bank, to prepare and deliver a schedule of the Collateral subject to this Agreement so designated in such notice and to assign in writing and deliver to the Bank such assignment with respect to all accounts, contracts, leases and other chattel paper, instruments, and documents as the Bank may reasonably request; (xiv) in the event the Bank elects to receive payments or rights to payment or proceeds hereunder at any time after the occurrence and during the continuance of an Event of Default, to pay all expenses incurred by the Bank, including reasonable expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and other reasonable expenses; and (xv) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all the Collateral (ordinary wear and tear excepted) and, as appropriate and applicable, to keep all the Collateral in good and saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all the Collateral free and clear of all defenses, rights of offset and counterclaims (other than liens permitted by the Loan Agreement).
(c) Not to grant further property rights inIf any Collateral is or becomes the subject of any registration certificate, pledgescertificate of deposit or negotiable document of title, liens and/or encumber including any warehouse receipt or xxxx of lading, upon the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent request of the Pledgee;Bank the Pledgor shall promptly deliver such document to the Bank, together with any necessary endorsements.
(d) To furnish The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation flood, windstorm coverage and hurricane coverage as applicable), to the Pledgee all documents requested by it or by such other person extent that any Collateral is of a type which can be so insured, in each case, as provided in the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;Loan Agreement.
(e) Not The Pledgor will not attach any Collateral to take any real property or fail fixture in a manner which might cause such Collateral to take any action if such action might negatively affect any of become a part thereof unless the rights granted to Pledgor first obtains the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of any owner, holder of any lien on the Pledgee.
(h) Not real property or fixture, or other person having an interest in such property to approve, propose or vote the declaration and/or payment of distributions or dividends removal by the Bank of the Company without the prior Collateral from such real property or fixture. Such written consent of shall be in form and substance acceptable to the Pledgee.
(i) To ensure Bank and shall provide that the Company shall comply with all statutesBank has no liability to such owner, executive ordersholder of any lien, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for or any activities and or transactions to be carried out by itother person.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and warrants, until the Secured Obligations are fully dischargedFacility Termination Date, Pledgor hereby undertakes as followsthat, unless compliance is waived by the Agent in writing:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor[Reserved].;
(b) Not to conveyThe Pledgor’s chief executive office is located, assignin the state specified on the signature page hereof. In addition, transfer the Pledgor is incorporated in or otherwise dispose by any cause or title organized under the laws of the Pledged Stock;state specified on such signature page.
(c) Not to Unless otherwise agreed, the Pledgor has not granted and will not grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them any security interest in any manner without the prior written consent of the Pledgee;Collateral except to the Agent, and will keep the Collateral free of all Liens, except, in each case, for Permitted Liens.
(d) To furnish The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Pledgee all documents requested by it or by such other person as Collateral consistent with the Pledgee may appoint for perfection terms of this Agreement and the Pledge granted herebyCredit Agreement, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and do any costs to perfect the Agent’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any such payment, the Agent at its option may pay any such Collateral Costs, and perform such other acts as may prove necessary discharge Liens on the Collateral that are not Permitted Liens. The Pledgor agrees to maintain reimburse the perfected security interest;Agent on demand for any Collateral Costs so incurred.
(e) Not Until the Agent exercises its rights to take make collection when any Event of Default shall have occurred and be continuing, the Pledgor will use its commercially reasonable efforts to collect its accounts receivable in accordance with its reasonable business judgment and practices, or fail to take any action if such action might negatively affect any of as otherwise reasonably requested by the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;Agent.
(f) Should Pledgor vote for or take If any other action to obtain an increase in the capital material item of the CompanyCollateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall subscribe and pay in immediately deliver such number of shares documents as the Agent may be appropriate in proportion to its respective interest participation in the Company's capitalreasonably request.
(g) Not The Pledgor will not sell, lease, agree to call sell or lease, or otherwise dispose of any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of Collateral except as permitted under the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the PledgeeCredit Agreement.
(h) Not Schedule 5.21(b)(i) to approvethe Credit Agreement is a complete list, propose or vote the declaration and/or payment of distributions or dividends as of the Company date hereof, of all patents, trademark and service xxxx registrations, and all applications therefor, registered in the U.S. Patent and Trademark Office and owned by the Pledgor. Promptly after any request by the Agent in its discretion, but (except when any Event of Default shall have occurred and be continuing) no more frequently than once per calendar quarter, the Pledgor will deliver to the Agent an updated Schedule 5.21(b)(i) disclosing all material patents, trademarks or service marks, and applications therefor, which are registered in the U.S. Patent and Trademark Office, which are owned by the Pledgor and which are granted or filed or acquired after the date hereof or which are not already listed on Schedule 5.21(b)(i). The Pledgor authorizes the Agent, without notice to the prior written consent of the PledgeePledgor, to modify this Agreement by amending Exhibit A to include any such Collateral.
(i) To ensure that the Company shall comply with all statutesThe Pledgor will, executive orders, ordinances and regulations applicable to it at its expense and to obtain the extent it deems appropriate in its reasonable business judgment, preserve or renew all of its material registered patents, copyrights, trademarks, trade names and maintain in full force service marks. The Pledgor also will promptly make application on any material patentable but unpatented inventions, material registerable but unregistered trademarks and effect all permits, licenses, certificatesservice marks, and authorizations necessary for material copyrightable but uncopyrighted works except as shall be consistent with the Pledgor’s reasonable business judgment or, if an Event of Default shall have occurred and be continuing, as otherwise reasonably requested by the Agent. The Pledgor will, at its expense and to the extent it deems appropriate in its reasonable business judgment, protect and defend all rights in such intellectual property Collateral against any activities material claims and demands of all persons other than the Agent (other than in respect of Permitted Liens) and will, at its expense and to the extent it deems appropriate in its reasonable business judgment, enforce all rights in its intellectual property Collateral against any and all infringers of such intellectual property Collateral where such infringement would materially impair the value or transactions use of such intellectual property Collateral to be carried out by it.
(j) Not to amend the Company's by-laws Pledgor. The Pledgor will not license or other governing and constitutive documents without transfer any of such intellectual property Collateral, except as permitted under the Credit Agreement or with the Agent’s prior written consent of the Pledgeeconsent.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor's chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to grant further property rights inany change in the Pledgor's name, pledges, liens and/or encumber the Pledged Stock identity or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;business structure.
(d) To furnish Unless otherwise agreed, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the Pledgee Bank, and will keep the Collateral free of all documents requested by it liens, claims, security interests and encumbrances of any kind or by such other person as nature except the Pledgee may appoint for perfection security interest of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;Bank.
(e) Not to take or fail to take The Pledgor will promptly notify the Bank in writing of any action if such action might negatively affect any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights granted to and remedies of the Pledgee hereunderBank in relation thereto, including, without limitationbut not limited to, the levy of any action legal process against any Collateral and the adoption of any marketing order, arrangement or omission that may result in procedure affecting the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;Collateral, whether governmental or otherwise.
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, The Pledgor shall subscribe pay all costs necessary to preserve, defend, enforce and pay in such number collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificatessales, and authorizations necessary for any activities and or transactions costs to be carried out by it.
perfect the Bank's security interest (j) Not to amend collectively, the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee."Collateral Costs"
Appears in 1 contract
Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the The Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting covenants and subscribe, fully pay agrees that it will defend Bank's lien and security interest in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should Pledged Collateral against the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee claims and demands of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgorall persons whomsoever.;
(b) Not to conveyThe Pledgor covenants and agrees that it will not sell, assign, transfer convey or otherwise dispose by of any cause or title of the Pledged Stock;Collateral, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance or restriction with respect to any of the Pledged Collateral, or any interest therein, or any proceeds thereof, except for the liens and security interests created by this Collateral Assignment Agreement.
(c) Not Pledgor shall not take any action or permit any action to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them be taken which would result in any manner without breach or default by Pledgor of any of its obligations under the prior written consent of the Pledgee;Securities Purchase Agreement.
(d) To furnish At any time and from time to time, upon the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection written request of the Pledge granted herebyBank, and do at the sole expense of the Pledgor, the Pledgor covenants and perform agrees that it will promptly and duly execute and deliver such further instruments and documents and take such further actions as Bank may reasonably request for the purposes of obtaining or preserving the full benefits of this Collateral Assignment Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Pledged Collateral shall be or become evidenced by any promissory note, certificate or other acts instrument or chattel paper, such note, certificate, instrument or chattel paper shall be immediately delivered to Bank, duly endorsed in a manner satisfactory to Bank, to be held as may prove necessary Pledged Collateral pursuant to maintain the perfected security interest;this Collateral Assignment Agreement.
(e) Not The Pledgor covenants and agrees to take pay, and to save the Bank harmless from, any and all liabilities with respect to, or fail resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to take any action if such action might negatively affect be payable with respect to any of the rights granted to the Pledgee hereunder, including, without limitation, Pledged Collateral or in connection with any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;transactions contemplated by this Collateral Assignment Agreement.
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe not waive any rights under, or release, discharge, cancel, sell, transfer or convey the Pledged Notes or the Securities Purchase Agreement (or any interest therein or amounts due thereunder or any property and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalassets covered thereby).
(g) Not Pledgor shall not amend or modify the Pledged Notes or the Securities Purchase Agreement or grant its consent to call any meeting action or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution omission with respect to which Pledgor's consent is required under the Pledged Notes or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the PledgeeSecurities Purchase Agreement.
(h) Not Pledgor shall immediately notify Bank in writing of any information which Pledgor has or may receive with respect to approvethe Pledged Notes or the Securities Purchase Agreement (or the property and assets covered thereby) which might in any manner materially and adversely affect the value thereof or the rights of Pledgor or the Bank with respect thereto, propose or vote and without limiting the declaration and/or payment of distributions or dividends generality of the Company without foregoing, Pledgor shall provide to Bank a copy of any notice of default or any other notice or communication sent by the prior written consent of Pledgor to, or received by the PledgeePledgor from, any obligor under the Pledged Notes.
(i) To ensure that Pledgor shall, promptly upon receipt by Pledgor and without demand or notice, deliver to Bank all proceeds, payments, interest, principal and other distributions made with respect to the Company Pledged Collateral, all of which shall comply with all statutesthereafter be held by the Bank as additional collateral or, executive ordersat Bank's option, ordinances and regulations applicable applied to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itreduce the Obligations Secured Hereby.
(j) Not Pledgor shall provide such assignments, documents and other instruments as Bank may reasonably request in order to amend the Companyenable Bank to further evidence, perfect or realize upon Bank's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of interest in the Pledged Stock, without the prior written consent of the PledgeeCollateral.
Appears in 1 contract
Pledgor’s Covenants. At its own expense Pledgor hereby covenants and agrees with the Administrative Agent that until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsIndebtedness is paid and performed in full:
(a) To give the Pledgor 10 (ten) day prior notice of will not cause, permit or consent to any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject amendment or modification to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means Partnership Agreements in effect as of the abovementioned notice, in order to enable the Pledgee, to exercise such rights date hereof except as permitted in the name and on behalf of the Pledgor.Prime Loan Agreement;
(b) Not Pledgor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by Pledgor with respect to convey(or which, assign, transfer or otherwise dispose by if not paid could result in an encumbrance upon) any cause or title of the Pledged StockCollateral, except as otherwise permitted by the terms of the Loan Agreement. In the event that Pledgor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Prime Loan Agreement), then the Administrative Agent shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be secured by the Security Interests;
(c) Not to grant further property rights inPledgor will not sell, pledgestransfer, liens and/or encumber the Pledged Stock mortgage or otherwise affect them to restrictions or charge them encumber any Collateral in any manner manner, except for the security interest in favor of Prime Administrative Agent, without first obtaining the prior written consent of the PledgeeAdministrative Agent. Any written consent to any such sale, mortgage, transfer or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer or encumbrance;
(d) To furnish Pledgor will, at its expense and in such manner and form as the Administrative Agent may from time to time reasonably require, execute, deliver, file and record any financing statement, specific assignment or other instruments, certificates or papers and take any other action that may be necessary or desirable, or that the Administrative Agent may from time to time reasonably request, in order to create, preserve, perfect or validate any Security Interest or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to any of the Collateral. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Pledgee Collateral, or any part thereof, Pledgor agrees to execute and deliver all documents requested by it or by such instruments and to do all such other person as things that may be necessary or appropriate to preserve, protect and enforce the Pledgee may appoint for perfection Security Interests of the Pledge granted hereby, and do and perform Administrative Agent under the law of such other acts as jurisdiction, to at least the same extent that the Security Interests would be protected under the Code. To the extent permitted by applicable law, Pledgor hereby authorizes the Administrative Agent to execute and file, in the name of Pledgor or otherwise, Uniform Commercial Code financing statements that the Administrative Agent in its sole discretion may prove deem necessary or appropriate to maintain further perfect the perfected security interestSecurity Interests;
(e) Not to take If Pledgor receives, by virtue of being or fail to take any action if such action might negatively affect having been an owner of any of the rights granted Collateral, any notes, other instruments, options, cash distributions or any other distribution, resulting from a Capital Event (hereinafter defined) Pledgor shall receive the same in trust for the benefit of the Administrative Agent, shall immediately notify the Administrative Agent of such receipt and shall immediately take all such actions and execute all such documents as the Administrative Agent deems necessary or appropriate to continue or create as perfected Liens, in favor of the Administrative Agent covering such notes, other instruments, options, cash distributions, subject ony to the Pledgee hereunderprior lien in favor of the Prime Administrative Agent. As used herein, including, the term "Capital Event" shall mean any event generating or resulting in revenues not attributable to the normal business operations of the Partnerships including without limitation, any action mortgaging of assets, refinancing of existing indebtedness of any Partnership, condemnation of any assets of any Partnership, sale or omission that may result in transfer of any assets of any Partnership outside the Pledgor's interest participation decreasing to less ordinary course of business, or payment of insurance proceeds. At all times other than 80% (eighty per cent) during the continuance of the capital an Event of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the CompanyDefault, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion entitled to its respective receive free from the security interest participation in the Company's capital.
(g) Not to call hereof any meeting note, other instrument, option, cash distribution or vote on shareholders' meeting decisions aimed at effecting any other distribution resulting from any event other than a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.Capital Event;
Appears in 1 contract
Samples: Pledge and Security Agreement (Prime Medical Services Inc /Tx/)
Pledgor’s Covenants. At In addition to its own expense other agreements herein, each Pledgor covenants and agrees with the Trustee and the Holders of the Notes that from and after the date hereof until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsTermination Date:
(a) To give It will, promptly upon request by the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting Trustee, execute and subscribedeliver or cause to be executed and delivered, fully pay in and give the Pledgor, within three (3) days of issuanceor use its commercially reasonable efforts to procure, all certificates evidencing new shares issued assignments, instruments and other documents, in form and substance reasonably satisfactory to the Trustee, and take any other action that is necessary or desirable to perfect, continue the perfection of, or protect the first priority of the Trustee's security interest in the Pledged Collateral, to protect the Pledged Collateral against rights, claims, or interests asserted by third persons (other than any rights, claims or interests created by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligationTrustee), Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the PledgeeTrustee to enforce its rights and remedies hereunder, and to exercise such rights effect the purposes of this Security Agreement. The Pledgors will promptly pay all reasonable costs incurred in the name and on behalf connection with any of the Pledgor.;foregoing; and
(b) Not to convey, assign, transfer It will not (and will not purport to) (i) sell or otherwise dispose by of, or grant any cause option or title warrant with respect to, any of the Pledged Stock;Collateral or its beneficial interest therein, or (ii) create or permit to exist any Lien or other adverse interest in or with respect to its beneficial interest in any of the Pledged Collateral (other than the security interest granted herein); and
(c) Not It will not (i) enter into any agreement or understanding that restricts or inhibits or purports to grant further property restrict or inhibit the Trustee's rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee remedies hereunder, including, without limitation, any action or omission that may result in the PledgorTrustee's interest participation decreasing right to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights dispose of the Pledged StockCollateral as provided herein, without or (ii) fail to pay or discharge any tax, assessment or levy of any nature with respect to its beneficial interest in the prior written consent Pledged Collateral later than five days before the date of any proposed sale under any judgment, writ or warrant of attachment with respect to its beneficial interest; and
(d) It and the other Pledgor will at all times remain the sole beneficial owners of the PledgeePledged Collateral (subject to the security interest granted to the Trustee herein); and
(e) it shall not change such Pledgor's name, identity, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Trustee in writing at least thirty (30) days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Trustee may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Trustee's security interest in the Pledged Collateral granted or intended to be granted and agreed to hereby. Each Pledgor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Trustee may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Trustee herein. Such financing statements may describe the Pledged Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Pledged Collateral granted to the Trustee herein.
Appears in 1 contract
Samples: Security and Control Agreement (Waterford Gaming LLC)
Pledgor’s Covenants. At its own expense Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement and until no Lender shall have any existing Commitment under the Credit Agreement, any Loan or other Obligation under the Credit Agreement shall have been paid in full (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Obligations are fully discharged, Pledgor hereby undertakes Cash Management Agreements and Secured Hedge Agreements not then due) and the expiration or termination of all Letters of Credit (other than Letters of Credit as follows:to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made):
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Such Pledgor shall notify defend such security interest against the Pledgee claims and demands of such circumstance by means all Persons whomsoever, except for Liens expressly permitted under Section 7.01 of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the PledgorCredit Agreement.;
(b) Not At any time and from time to conveytime, assign, transfer or otherwise dispose by any cause or title upon the request of the Pledged Stock;Administrative Agent or any other Secured Party, and at the sole expense of such Pledgor, such Pledgor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements and stock powers and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens 4 US-DOCS\117348706.6
(c) Not Each Pledgor will properly preserve the Collateral to grant further property rights inthe extent required under the Loan Documents. Each Pledgor shall pay all costs necessary to preserve, pledgesdefend, liens and/or encumber enforce and collect the Pledged Stock or otherwise affect them Collateral, including but not limited to restrictions or charge them taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Administrative Agent’s security interest in the Collateral (to the extent required under the Loan Documents) (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any manner without such payment, the prior written consent Administrative Agent at its option, if an Event of Default has occurred and is continuing, may pay any such Collateral Costs, and discharge encumbrances on the Pledgee;Collateral. Each Pledgor agrees to reimburse the Administrative Agent on demand for any Collateral Costs so incurred.
(d) To furnish Unless otherwise agreed in writing, such Pledgor has not granted and will not grant any security interest in any of the Collateral except to the Pledgee all documents requested by it or by such other person as Administrative Agent for the Pledgee may appoint for perfection benefit of the Pledge granted herebySecured Parties, and do will keep the Collateral free of all Liens, claims, security interests and perform such other acts as may prove necessary to maintain the perfected security interest;encumbrances of any kind or nature except, in each case, for Permitted Liens.
(e) Not Each Pledgor will promptly notify the Administrative Agent in writing of any event which impairs the rights and remedies of the Administrative Agent or the Secured Parties in relation to take the Collateral.
(f) Until the Administrative Agent exercises its rights to make collection, each Pledgor will diligently collect all Collateral.
(g) If any Collateral is or fail becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, such Pledgor shall immediately notify the Administrative Agent and deliver such documents as the Administrative Agent may reasonably request in writing.
(h) Such Pledgor will not sell, lease, agree to take sell or lease, or otherwise dispose of any action if Collateral except as permitted by the Credit Agreement.
(i) Each Pledgor will notify the Administrative Agent, simultaneously with the delivery of quarterly Compliance Certificate, of any acquisition (by adoption and use, purchase, license or otherwise) of any United States patent, Trademark or service xxxx registration, copyright registration, and applications therefore which are granted or filed or acquired after the date hereof or which are not listed on Schedule 2 as well as any Trademark application which was originally excluded from the Collateral as an “intent-to-use” application, but for which a “statement of use” or an “amendment to allege use” has been filed and accepted, in each case, constituting Collateral. Each Pledgor authorizes the Administrative Agent, without notice to such action might negatively affect Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral. Upon written request of the Administrative Agent, such Pledgor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Exhibit B, and any and all other agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s in any United States copyright, patent or Trademark and the goodwill and General Intangibles of such Pledgor relating thereto or represented thereby, and such Pledgor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Obligations are paid in full (other than 5 US-DOCS\117348706.6
(A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements not then due), the Commitments are terminated and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made).
(j) Each Pledgor will, at its expense, preserve or renew all of its registered patents, copyrights, Trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. Each Pledgor also will promptly make application on any material patentable but unpatented inventions, material registerable but unregistered trademarks and service marks, and material copyrightable but uncopyrighted works, to the extent appropriate in such Pledgor’s reasonable business judgment. Each Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Administrative Agent and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to each Pledgor or the Administrative Agent, in each case, to the extent appropriate in such Pledgor’s reasonable business judgment. Each Pledgor will not license or transfer any of the rights granted Collateral, except as permitted under the Credit Agreement or with the Administrative Agent’s prior written consent.
(k) If such Pledgor shall become entitled to the Pledgee hereunderreceive or shall receive any stock certificate or other instrument (in case of instruments, with a value in excess of $5,000,000) (including, without limitation, any action certificate or omission that may result instrument representing a 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 Pledgor's interest participation decreasing to less than 80% Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (eighty per centor such other interests) of the capital of and voting rights Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Company;Credit Agreement, and except for Excluded Property, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor 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 Pledgor 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 and cause to be taken all actions (other than actions required to be taken by the Administrative Agent) reasonably requested by the Administrative Agent to cause the Administrative Agent to have “control” (within the meaning of Section 9-106(a) of the UCC) over such certificate or instrument.
(fl) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Such Pledgor shall subscribe furnish to the Administrative Agent such powers and pay in such number other equivalent instruments of shares transfer as may be appropriate in proportion required by the Administrative Agent to its respective assure the transferability of and the perfection of the security interest participation in the Company's capitalPledged Securities when and as often as may be reasonably requested in writing by the Administrative Agent.
(gm) Not If any Pledgor acquires any Pledged Securities after executing this Agreement, it shall execute a Supplement to call this Agreement in the form of Exhibit C with respect to such Pledged Securities and deliver such Supplement to the Administrative Agent promptly thereafter. 6 US-DOCS\117348706.6
(n) If such Pledgor shall at any meeting time hold or vote on shareholders' meeting decisions aimed at effecting acquire a merger, spin-off, dissolution or liquidation Commercial Tort Claim that satisfies the requirements of the Company or an increase of its capitalfollowing sentence, issuance of new shares or exchange of existing onessuch Pledgor shall, without within 30 days after such Commercial Tort Claim satisfies such requirements, notify the prior written consent Administrative Agent and the other Secured Parties in a writing signed by such Pledgor containing a brief description thereof, and granting to the Administrative Agent in such writing (for the benefit of the Pledgee.
(hSecured Parties) Not a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to approve, propose or vote be in form and substance reasonably satisfactory to the declaration and/or payment of distributions or dividends Administrative Agent. The provisions of the Company without preceding and following sentences shall apply only to a Commercial Tort Claim that satisfies the prior written consent of the Pledgee.
following requirements: (i) To ensure the monetary value claimed by or payable to the relevant Pledgor in connection with such Commercial Tort Claim shall exceed $7,500,000, and (ii) either (A) such Pledgor shall have filed a law suit or counterclaim or otherwise commenced legal proceedings (including, without limitation, arbitration proceedings) against the Person against whom such Commercial Tort Claim is made, or (B) such Pledgor and the Person against whom such Commercial Tort Claim is asserted shall have entered into a settlement agreement with respect to such Commercial Tort Claim. In addition, to the extent that the Company shall comply existence of any Commercial Tort Claim, meeting the requirements of the immediately preceding sentence, held or acquired by any Pledgor is disclosed by such Pledgor in any public filing with the Securities Exchange Commission or any successor thereto or analogous Governmental Authority, or to the extent that the existence of any such Commercial Tort Claim is disclosed in any press release issued by any Pledgor, then, upon the request of the Administrative Agent, the relevant Pledgor shall, within 30 days after such request is made, transmit to the Administrative Agent and the other Secured Parties a writing signed by such Pledgor containing a brief description of such Commercial Tort Claim and granting to the Administrative Agent in such writing (for the benefit of the Secured Parties) a security interest therein and in the Proceeds thereof, all statutesupon the terms of this Agreement, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions with such writing to be carried out by itin form and substance reasonably satisfactory to the Administrative Agent. 7.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor’s chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor’s name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank.
(e) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Bank; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itbusiness.
(j) Not The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages (including without limitation windstorm coverage, and hurricane coverage as applicable), to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Bank and constitutive documents without the prior written consent include a loss payable endorsement in favor of the Pledgee.
(k) Not Bank in a form acceptable to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights Bank. Upon the request of the Pledged StockBank, without the prior written consent Pledgor will deliver to the bank a copy of each insurance policy, or, if permitted by the PledgeeBank, a certificate of insurance listing all insurance in force.
Appears in 1 contract
Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give The Pledgor agrees hereafter not to encumber or grant a security interest in or a lien or other encumbrance on the Collateral.
(b) The Pledgor 10 (ten) day prior notice agrees not to dispose of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned noticeCollateral except in accordance with the terms of this Agreement.
(c) The Pledgor agrees: (i) at any time and from time to time, in order to enable upon request of the Pledgee, to give, execute, file and/or record any notice, financing statement, continuation statement, instrument, document or agreement that the Pledgee shall consider reasonably necessary or desirable to create, preserve, continue, perfect or validate any security interest granted hereunder or which the Pledgee may consider reasonably necessary or desirable to exercise or enforce its rights hereunder with respect to such rights security interest; (ii) to give the Pledgee notice of any litigation filed or claim asserted against the Pledgor relating to or potentially affecting the Collateral; (iii) if requested by the Pledgee (and without affecting the validity or enforceability of any other provisions hereof, including Section 3 herein), to receive and collect the Proceeds, in trust and as the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;, and to immediately endorse as appropriate and deliver such Proceeds to the Pledgee when requested by the Pledgee in the exact form in which they are received; (iv) not to commingle the Proceeds or collections thereunder with other property; (v) to keep complete and accurate records regarding all of the Proceeds; (vi) to provide any service and do other acts or things necessary to keep the Collateral and the Proceeds free and clear of all defenses, rights of offset and counterclaim; and (vii) to use any Proceeds to pay principal and interest on the Note, with payments to be credited first to interest on past due interest, then to past due interest, then to accrued interest and then to principal.
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should The Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
agrees to: (i) To ensure that pay promptly the Company shall comply with Obligations secured hereby when due; (ii) indemnify the Pledgee against all statutesloss, executive ordersclaims, ordinances demands and regulations applicable to it liabilities of every kind arising from the Collateral and to obtain the transactions and maintain other agreements and undertakings contemplated hereby; and (iii) pay all expenses, including reasonable attorneys' fees, incurred by the Pledgee in full force the preservation, realization, enforcement and effect all permitsexercise of its rights, licenses, certificates, powers and authorizations necessary for any activities and or transactions to be carried out by itremedies hereunder.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Samples: Security and Pledge Agreement (Plum Creek Timber Co L P)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsRequired Lenders in writing:
(a) To The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) Pledgor's chief executive office is located, in the state specified on the signature page hereof In addition, Pledgor is incorporated in or organized under the laws of the state specified on such signature page Pledgor shall give Agent at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization The current locations of Collateral are set forth on Schedule 1 attached hereto The Pledgor will notify, the Agent at the end of each fiscal quarter in writing of any change in the location of any Collateral in excess of $250,000, including the Books and Records.
(c) The Pledgor will notify the Agent in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor 10 (ten) day prior notice has not granted and will not grant any security interest in any of the Collateral except to the Agent; and will keep the Collateral free of all liens, claims, security interests and encumbrances of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give kind or nature except the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means security interest of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and Agent on behalf of the PledgorLenders or as otherwise permitted by the Credit Agreement.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take The Pledgor will promptly notify the Agent in writing of any action if such action might negatively affect any event which diminishes the value of the Collateral by $500,000 or more, the ability of the Pledgor or the Agent to dispose of the Collateral, or the rights granted to and remedies of the Pledgee hereunderAgent in relation thereto, including, without limitationbut not limited to, the levy of any action or omission that may result legal process against any Collateral in connection with the Pledgor's interest participation decreasing to less than 80% (eighty per cent) collection of an obligation in excess of the capital of and voting rights in the Company;Threshold Amount.
(f) Should The Pledgor vote shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Agent's security interest Without waiving the Pledgor's default for or take failure to make any other action to obtain an increase such payment, the Agent at its option may pay any such costs and expenses, discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such payments shall be a part of the Indebtedness and bear interest at the rate set out in the capital of Indebtedness The Pledgor agrees to reimburse the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalAgent on demand for any costs so incurred.
(g) Not Until the Agent exercises its rights to call any meeting or vote on shareholders' meeting decisions aimed at effecting a mergermake collection, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the PledgeePledgor will diligently collect all Collateral.
(h) Not If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall, if an Event of Default has occurred and is continuing, immediately deliver such document to approvethe Agent, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgeetogether with any necessary endorsements.
(i) To ensure that The Pledgor will not sell, lease, or otherwise dispose of any Collateral except to the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out extent permitted by itSection 7.05 of the Credit Agreement.
(j) Not The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Agent and constitutive documents without the prior written consent include a loss payable endorsement in favor of the PledgeeAgent in a form reasonably acceptable to the Agent.
(k) Not The Pledgor will not attach any Collateral having an aggregate value in excess of $250,000 to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Agent of the Collateral from such real property or fixture Such written consent shall be in form and substance acceptable to the Agent and shall provide that the Agent has no liability to such owner, holder of any lien, or any other person.
(l) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all material issued patents and will renew all material trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto The Pledgor also will promptly make application on any material registerable but unregistered trademarks and service marks The Pledgor will at its expense protect and defend all rights in the Collateral against any claims and demands of all persons other than the Agent and the Lenders and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral Except as permitted by the Credit Agreement, the Pledgor will not license or transfer any of the Collateral except with the Agent's prior written consent.
Appears in 1 contract
Samples: Security Agreement (Ashworth Inc)
Pledgor’s Covenants. At its own expense 6.1. Pledgor covenants and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting agrees that it will defend Lender’s lien and subscribe, fully pay security interest in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner against the claims and demands of all persons whomsoever.
6.2. Pledgor covenants and agrees that without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by Lender, it will not sell, convey or by such other person as the Pledgee may appoint for perfection otherwise dispose of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted Pledged Stock, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance or restriction with respect to any of the Pledged Stock, or any interest therein, or any proceeds thereof, except for the liens and security interests created by this Pledge Agreement.
6.3. Pledgor covenants and agrees that it will not consent to the Pledgee hereunderissuance of: (i) any additional shares of capital stock of the Pledged Stock unless such shares are pledged and the Certificates therefor delivered to Lender, simultaneously with the issuance thereof, together with appropriate undated assignments separate from the Certificates duly executed in blank; and (ii) any options by the issuer of the Pledged Stock obligating such issuer to issue additional shares of capital stock of any class of such issuer.
6.4. At any time from time to time, upon the written request of Lender, and at the sole expense of Pledgor, Pledgor covenants and agrees that it will promptly and duly execute and deliver such further instruments and documents and take such further actions as Lender may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, including, without limitation, the filing of UCC-1 financing statements in favor of Lender with respect to the Pledged Stock and the proceeds thereof, in form satisfactory to Lender and with the Secretary of State of any action state as Lender may determine. If any amount payable under or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take connection with any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged StockStock shall be or become evidenced by any promissory note, without other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Lender, duly endorsed in a manner satisfactory to Lender, to be held as Pledged Stock pursuant to this Pledge Agreement.
6.5. Pledgor covenants and agrees to pay, and to save the prior written consent Lender harmless from any and all liabilities with respect to or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the PledgeePledged Stock or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 1 contract
Samples: Loan and Subordinated Debenture Purchase Agreement (Privatebancorp Inc)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:Bank in writing.
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral, defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribedemands, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the Pledgor.;Records
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor’s chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any collateral, including the Books and Records
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor's name, identity or business structure
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank and hens permitted under Section 8.7 of the Loan Agreement between Pledgor and Bank of even date herewith.
(e) The Pledgor will promptly notify the Bank in writing of any event which materially and adversely affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank's security interest (collectively, the "Collateral Costs") Without waiving the Pledgor's default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness The Pledgor agrees to reimburse the Bank within 30 days of demand for any Collateral Costs so incurred
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall promptly deliver such document to the Bank, together with any necessary endorsements
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebyBank; provided, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunderhowever, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itPledgor may sell inventory m the ordinary course of business.
(j) Not The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (Including without limitation windstorm coverage, and hurricane coverage as applicable), to amend the Company's by-laws or other governing extent that any Collateral Is of a type which can be so Insured Such Insurance shall be in form, amounts, coverages and constitutive documents without basis reasonably acceptable to the prior written consent Bank, shall require losses to be paid on a replacement cost basis, shall be issued by Insurance companies acceptable to the Bank and include a loss payable endorsement m favor of the Pledgee.
(k) Not Bank in a form acceptable to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights Bank. Upon the request of the Pledged StockBank, without the prior written consent Pledgor will deliver to the Bank a copy of each insurance policy, or, if permitted by the PledgeeBank, a certificate of insurance listing all insurance in force.
Appears in 1 contract
Pledgor’s Covenants. At its own expense 6.1. Pledgor covenants and until agrees that it will defend the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice Lien of any call for a Company shareholders' and/or board of directors' meeting Administrative Agent and subscribe, fully pay Lenders in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted herebyPledged Stock against the claims and demands of all persons whomsoever.
6.2. Should the Pledgor fail to perform a share subscription obligationcovenants and agrees that it will not sell, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer convey or otherwise dispose by of any cause or title of the Pledged Stock;
(c) Not , or create, incur or permit to grant further property rights inexist any pledge, pledgesLien, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebymortgage, and do and perform such other acts as may prove necessary to maintain the perfected hypothecation, security interest;
(e) Not , charge, option or any other encumbrance or restriction with respect to take or fail to take any action if such action might negatively affect any of the rights granted Pledged Stock, or any interest therein, or any proceeds thereof, except for the Liens and security interests created by this Pledge Agreement.
6.3. Pledgor covenants and agrees that it will not consent to the Pledgee hereunderissuance of: (i) any additional shares of capital stock of Subsidiary Bank unless such shares are pledged and the Certificates therefor delivered to Administrative Agent, simultaneously with the issuance thereof, together with appropriate undated assignments separate from the Certificates duly executed in blank; and (ii) any options by Subsidiary Bank obligating Subsidiary Bank to issue additional shares of capital stock of any class of Subsidiary Bank.
6.4. At any time from time to time, upon the written request of Administrative Agent, and at the sole expense of Pledgor, Pledgor covenants and agrees that it will promptly and duly execute and deliver such further instruments and documents and take such further actions as Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, including, without limitation, the filing of UCC-1 financing statements in favor of Administrative Agent with respect to the Pledged Stock and the proceeds thereof, in form satisfactory to Administrative Agent and with the Secretary of State of any action state as Administrative Agent may determine. If any amount payable under or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take connection with any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged StockStock shall be or become evidenced by any promissory note, without the prior written consent other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Administrative Agent, duly endorsed in a manner satisfactory to Administrative Agent, to be held as Pledged Stock pursuant to this Pledge Agreement.
6.5. Pledgor covenants and agrees to pay, and to save Administrative Agent and Lenders harmless from any and all liabilities with respect to or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the PledgeePledged Stock or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 1 contract
Pledgor’s Covenants. At its own expense Each Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give Such Pledgor will properly protect the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep adequate Books and on behalf of the PledgorRecords.;
(b) Not Such Pledgor shall pay all costs necessary to conveypreserve, assigndefend, transfer or otherwise dispose by enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any cause or title costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving such Pledgor’s default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Pledged Stock;Secured Obligations and bear interest at the rate set out in the Secured Obligations. Such Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(c) Not Until the Bank exercises its rights to grant further property rights inmake collection, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;such Pledgor will collect all Collateral.
(d) To furnish If any Collateral, in excess of $50,000, is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bixx xf lading, such Pledgor shall promptly deliver such document to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebyBank, and do and perform such other acts as may prove together with any necessary to maintain the perfected security interest;endorsements.
(e) Not Such Pledgor will not attach any Collateral to take any real property or fail fixture in a manner which might cause such Collateral to take become a part thereof unless such Pledgor first obtains the written consent of any action if owner, holder of any lien on the real property or fixture, or other person having an interest in such action might negatively affect any property to the removal by the Bank of the rights granted Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Pledgee hereunderBank and shall provide that the Bank has no liability to such owner, includingholder of any lien, without limitation, or any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;other person.
(f) Should Pledgor vote for or take any other action Deliver to obtain an increase in the capital Bank upon request of the CompanyBank any instruments, Pledgor shall subscribe and pay in such number chattel paper or letters of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation credit which are part of the Company or an increase of its capitalCollateral, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for assign to the Bank the proceeds of any activities and or transactions to be carried out by itsuch letters of credit.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Samples: Security Agreement (Versar Inc)
Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give covenants and agrees that: It will at all times keep the Pledgor 10 (ten) day prior notice Collateral free of all liens, encumbrances and claims of any call for a Company shareholders' and/or board kind or nature other than the security interest of directors' meeting and subscribeSVB. It will not sell, fully pay in and give the Pledgortransfer, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer lease or otherwise dispose by of any cause or title of the Pledged Stock;
Collateral or any interest therein to any individual or entity (c"Person") Not except for the lien granted to grant further property rights inSVB by this Agreement. It will pay when due and prior to delinquency all taxes, pledgeslevies, assessments or other claims which are or may become liens and/or encumber the Pledged Stock against any items of Collateral. It will deliver to SVB promptly or otherwise affect them to restrictions ensure that SVB promptly receives (i) all Collateral and all proceeds thereof, (ii) such acknowledgments, or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish other agreements or writings as SVB may 119 request relating to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebyCollateral, and do (iii) copies of records and other reports relating to the Collateral in such form and detail and at such times as SVB may from time to time reasonably require. It will give prompt notice to SVB of any threatened or asserted dispute or claim with respect to the Collateral of which it has actual knowledge and the occurrence of any Event of Default hereunder. It will from time to time as reasonably required by SVB: (i) execute and deliver to SVB, and file or record at Pledgor's expense, all notices and other documents SVB deems reasonably necessary in order for it to maintain a first perfected security interest in the Collateral; and (ii) perform such other acts acts, and execute and deliver to SVB such additional assignments, agreements and instruments, as SVB may prove reasonably request in connection with the administration and enforcement of this Agreement and/or SVB's rights, powers and remedies hereunder. Without prior written notice to SVB, it will not change its name, mailing address, its legal structure or the state of its formation. Pledgor's Representations. Pledgor hereby represents and warrants to SVB that: It has full and complete marketable title to the Collateral free and clear of all liens, encumbrances and security interests (except for those in favor of SVB and those expressly permitted in writing by SVB). It has duly authorized by all necessary to maintain action the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect execution, delivery and performance of this Agreement and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with any of the rights granted to the Pledgee hereunder, including, without limitation, terms and provisions hereof does or will require any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase approval not yet received of its capital, issuance of new shares stockholders or exchange of existing ones, without the prior written any approval or consent of the Pledgeeany trustee or holders of any of its obligations.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Samples: Pledge Agreement (International Microcomputer Software Inc /Ca/)
Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give The Pledgor agrees hereafter not to encumber or grant a security interest in or a lien or other encumbrance on the Collateral.
(b) The Pledgor 10 (ten) day prior notice agrees not to dispose of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned noticeCollateral except in accordance with the terms of this Agreement.
(c) The Pledgor agrees: (i) at any time and from time to time, in order to enable upon request of the Pledgee, to give, execute, file and/or record any notice, financing statement, continuation statement, instrument, document or agreement that the Pledgee shall consider reasonably necessary or desirable to create, preserve, continue, perfect or validate any security interest granted hereunder or which the Pledgee may consider reasonably necessary or desirable to exercise or enforce its rights hereunder with respect to such rights security interest; (ii] to give the Pledgee notice of any litigation filed or claim asserted against the Pledgor relating to or potentially affecting the Collateral; (iii) if requested by the Pledgee (and without affecting the validity or enforcecability of any other provisions hereof, including Section 3 herein), to receive and collect the Proceeds, in trust and as the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;, and to immediately endorse as appropriate and deliver such Proceeds to the Pledgee when requested by the Pledgee in the exact form in which they are received; (iv) not to commingle the Proceeds or collections thereunder with other property; (v} to keep complete and accurate records regarding all of the Proceeds; (vi) to provide any service and do other acts or things necessary to keep the Collateral and the Proceeds free and clear of all defenses, rights of offset and counterclaim; and (vii) to use any net, after-tax Proceeds to pay principal and interest on the Note, with payments to be credited first to interest on past due interest, then to past due interest, then to accrued interest and then to principal.
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should The Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
agrees to: (i) To ensure that pay promptly the Company shall comply with Obligations secured hereby when due; (ii) indemnify the Pledgee against all statutesloss, executive ordersclaims, ordinances demands and regulations applicable to it liabilities of every kind arising from the Collateral and to obtain the transactions and maintain other agreements and undertakings contemplated hereby; and (iii) Pay all expenses, including reasonable attorneys' fees, incurred by the Pledgee in full force the preservation, realization, enforcement and effect all permitsexercise of its rights, licenses, certificates, powers and authorizations necessary for any activities and or transactions to be carried out by itremedies hereunder.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Samples: Security and Pledge Agreement (Plumtree Software Inc)
Pledgor’s Covenants. At its own expense Pledgor will, so long as this Agreement shall be in effect, perform and until observe the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsfollowing:
(a) To give the Pledgor 10 (ten) day prior notice Without limitation of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligationother covenant herein, Pledgor shall notify not cause or permit any change in its name, type of organization or any change to its jurisdiction of organization, unless it shall have:
(i) notified the Pledgee Collateral Agent of such circumstance change prior to the effective date of such change (or such other date as the Collateral Agent may agree to); and
(ii) taken all action reasonably requested by means the Collateral Agent (under the following subsection (b) or otherwise) for the purpose of further confirming and protecting the abovementioned notice, in order to enable the Pledgee, to exercise such Collateral Agent’s security interest and rights in the name Collateral under this Agreement and on behalf of the Pledgorperfection and priority thereof (subject to Permitted Liens).;
(b) Not Pledgor will maintain and preserve its legal existence, legal form and the power and authority to conveyconduct its business, assignincluding its material rights and franchises, transfer or otherwise dispose by any cause or title of the Pledged Stock;in full force and effect.
(c) Not Pledgor will, from time to grant time reasonably requested by the Collateral Agent, promptly execute, acknowledge, deliver and cause to be filed all further property instruments, agreements, filings and registrations, and take all further action, in order:
(i) to confirm and validate this Agreement and the Collateral Agent’s rights in, pledges, liens and/or encumber and remedies with respect to the Pledged Stock Collateral of Pledgor hereunder;
(ii) to correct any error or otherwise affect them to restrictions or charge them omission (as reasonably requested by the Collateral Agent) in any manner without the prior written consent description herein of the PledgeeSecured Obligations or the Collateral of Pledgor;
(iii) to perfect, register and protect the security interest and rights created or purported to be created hereby or to maintain in rank the priority of such security interests and rights (subject to Permitted Liens) in the Collateral;
(iv) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder; or
(v) otherwise to give the Collateral Agent the full benefits of the rights and remedies described in or granted under this Agreement. In connection with the foregoing, Pledgor will, whenever reasonably requested by the Collateral Agent:
(A) execute and file any financing statement or continuation statement or other filing or registration relating to the Collateral Agent’s security interest in the Collateral of Pledgor and rights hereunder, and any amendment thereto;
(B) mark its books and records relating to any Collateral of Pledgor to reflect that such Collateral is subject to this Agreement and the security interests hereunder; and
(C) use commercially reasonable efforts to defend the Collateral Agent’s title to the Collateral against all Persons and to defend the security interest of the Collateral Agent and the priority thereof against any Lien other than Permitted Liens.
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebyPledgor shall not take any action that would, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect failure would, impair in any of material respect the rights granted enforceability, perfection or priority (subject to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per centPermitted Liens) of the capital Collateral Agent’s security interest in any Collateral of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalPledgor.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Samples: Pledge Agreement (OPAL Fuels Inc.)
Pledgor’s Covenants. At its own expense and until the Secured Obligations ------------------- are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 8020% (eighty twenty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense 6.1. Pledgor covenants and until agrees that it will defend the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice lien of any call for a Company shareholders' and/or board of directors' meeting Collateral Agent and subscribe, fully pay Creditors in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted herebyPledged Stock against the claims and demands of all persons whomsoever.
6.2. Should the Pledgor fail to perform a share subscription obligationcovenants and agrees that it will not sell, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer convey or otherwise dispose by of any cause or title of the Pledged Stock;
(c) Not , or create, incur or permit to grant further property rights inexist any pledge, pledgeslien, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebymortgage, and do and perform such other acts as may prove necessary to maintain the perfected hypothecation, security interest;
(e) Not , charge, option or any other encumbrance or restriction with respect to take or fail to take any action if such action might negatively affect any of the rights granted Pledged Stock, or any interest therein, or any proceeds thereof, except for the liens and security interests created by this Pledge Agreement.
6.3. Other than pursuant to the Pledgee hereunderCapital Purchase Program (as defined in the Credit Agreement), Pledgor covenants and agrees that it will not consent to the issuance of: (i) any additional shares of capital stock of Subsidiary Bank unless such shares are pledged and the Certificates therefor delivered to Collateral Agent, simultaneously with the issuance thereof, together with appropriate undated assignments separate from the Certificates duly executed in blank; and (ii) any options by Subsidiary Bank obligating Subsidiary Bank to issue additional shares of capital stock of any class of Subsidiary Bank.
6.4. At any time from time to time, upon the written request of Collateral Agent, and at the sole expense of Pledgor, Pledgor covenants and agrees that it will promptly and duly execute and deliver such further instruments and documents and take such further actions as Collateral Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, including, without limitation, the filing of UCC-1 financing statements in favor of Collateral Agent with respect to the Pledged Stock and the proceeds thereof, in form satisfactory to Collateral Agent and with the secretary of state of any action state as Collateral Agent may determine and will, from time to time upon the written request of Collateral Agent after the occurrence of any Event of Default, promptly transfer any Pledged Stock into the name of any nominee designated by Collateral Agent. If any amount payable under or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take connection with any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged StockStock shall be or become evidenced by any promissory note, without the prior written consent other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Collateral Agent, duly endorsed in a manner reasonably satisfactory to Collateral Agent, to be held as Pledged Stock pursuant to this Pledge Agreement.
6.5. Pledgor covenants and agrees to pay, and to save Collateral Agent and Creditors harmless from any and all liabilities with respect to or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the PledgeePledged Stock or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (National Consumer Cooperative Bank /Dc/)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor agrees: (i) to indemnify the Bank against all losses, claims, demands, liabilities and expenses of every kind caused by any Collateral; (ii) to permit the Bank to exercise its rights under this Agreement; (iii) to execute and deliver such documents as the Bank deems necessary to create, perfect and continue the security interests contemplated by this Agreement; (iv) not to change its name, and as applicable, its chief executive office, the jurisdiction in which it is organized and/or registered or its business structure without giving the Bank at least 30 days prior written notice; (v) not to change the places where the Pledgor 10 (ten) day keeps any Collateral or the Pledgor’s Books and Records concerning the Collateral without giving the Bank prior written notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company address to which are subject to the Pledge granted hereby. Should the Pledgor fail is moving same; and (vi) to perform a share subscription obligationcooperate with the Bank in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as the Bank deems necessary, Pledgor shall notify proper or convenient in connection with the Pledgee preservation, perfection or enforcement of such circumstance by means any of the abovementioned notice, in order to enable the Pledgee, to exercise such its rights in the name and on behalf of the Pledgorunder this Agreement.;
(b) Not The Pledgor agrees with regard to conveythe Collateral, assign, transfer or unless the Bank agrees otherwise dispose by any cause or title in writing: (i) that the Bank is authorized to file financing statements in the name of the Pledged Stock;Pledgor to perfect the Bank’s security interest in the Collateral; (ii) that the Bank is authorized to notify any account debtors, any buyers of the Collateral, or any other persons of the Bank’s interest in the Collateral, (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control of the Collateral, and not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried; (iv) not to remove the Collateral from the Pledgor’s premises except in the ordinary course of the Pledgor’s business; (v) to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Collateral, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of the Bank; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any Collateral or any interest in the Collateral, except sales of inventory to buyers in the ordinary course of the Pledgor’s business; (viii) to permit the Bank to inspect the Collateral at any time; which prior to an event of default must be a reasonable time and on reasonable notice to Pledgor, (ix) to keep, in accordance with generally accepted accounting principles, complete and accurate Books and Records regarding all the Collateral, and to permit the Bank to inspect the same and make copies at any reasonable time; (x) if requested by the Bank, to receive and use reasonable diligence to collect the Collateral consisting of accounts and other rights to payment and proceeds, in trust and as the property of the Bank, and to immediately endorse as appropriate and deliver such Collateral to the Bank daily in the exact form in which they are received together with a collection report in form satisfactory to the Bank; (xi) not to commingle the Collateral, or collections with respect to the Collateral, with other property; (xii) to give only customary allowances and credits and to advise the Bank thereof immediately in writing if they affect any rights to payment or proceeds in any material respect; (xiii) from time to time, when requested by the Bank, to prepare and deliver a schedule of all the Collateral subject to this Agreement and to assign in writing and deliver to the Bank all accounts, contracts, leases and other chattel paper, instruments, and documents; (xiv) in the event the Bank elects to receive payments or rights to payment or proceeds hereunder, to pay all expenses incurred by the Bank, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and other expenses; and (xv) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all the Collateral and, as appropriate and applicable, to keep all the Collateral in good and saleable condition (reasonable wear and tear excepted), to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all the Collateral free and clear of all defenses, rights of offset and counterclaims.
(c) Not If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to grant further property rights inthe Bank, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in together with any manner without the prior written consent of the Pledgee;necessary endorsements.
(d) To furnish The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation flood, windstorm coverage and hurricane coverage as applicable), to the Pledgee all documents requested extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and basis reasonably acceptable to the Bank, shall require losses to be paid on a replacement cost basis, shall be issued by it or by such other person as insurance companies acceptable to the Pledgee may appoint for perfection Bank and include a lender loss payable endorsement and additional insured endorsement in favor of the Pledge granted herebyBank in a form acceptable to the Bank. Upon the request of the Bank, and do and perform such other acts as may prove necessary the Pledgor will deliver to maintain the perfected security interest;Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(e) Not The Pledgor will not attach any Collateral to take any real property or fail fixture in a manner which might cause such Collateral to take become a part thereof unless the Pledgor first obtains the written consent of any action if owner, holder of any lien on the real property or fixture, or other person having an interest in such action might negatively affect any property to the removal by the Bank of the rights granted Collateral from such real property or fixture. Such written consent shall be in form and substance reasonably acceptable to the Pledgee hereunderBank and shall provide that the Bank has no liability to such owner, includingholder of any lien, without limitation, or any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;other person.
(f) Should To the extent required by the Bank in its discretion, the Pledgor vote for will promptly notify the Bank of any acquisition (by adoption and use, purchase, license or take otherwise) of any other action to obtain an increase patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof and not listed in the capital Trademark Security Agreement (“Trademark Security Agreement”) or the Patent Security Agreement (“Patent Security Agreement”), each made by Xxxxxx Corporation in favor of the CompanyBank dated as of December 5, 2007, as amended. The Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in authorizes the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing onesBank, without notice to the prior written consent of Pledgor, to modify the Pledgee.
(h) Not Schedules to approvethe Trademark Security Agreement or Patent Security Agreement, propose as applicable, to include any such Collateral, and to file such amendments with the Patent and Trademark Office. Unless the failure to do so would not have a material adverse effect on the Borrower’s business or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
financial condition taken as a whole: (i) To ensure that the Company shall comply with Pledgor will, at its expense, diligently prosecute all statutespatent, executive orderstrademark or service xxxx or copyright applications pending on or after the date hereof, ordinances and regulations applicable to it and to obtain and will maintain in full force and effect all permitsissued patents and will renew all trademark and service xxxx registrations, licensesincluding payment of any and all maintenance and renewal fees relating thereto, certificatesexcept for such patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program, (ii) the Pledgor will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and authorizations necessary copyrightable but uncopyrighted works, (iii) the Pledgor will at its expense protect and defend all rights in such Collateral against any material claims and demands of all persons other than the Bank and will, at its expense, enforce all rights in such Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of such Collateral to the Pledgor or the Bank, and (iv) the Pledgor will not license or transfer any of such Collateral, except for any activities and such licenses as are customary in the ordinary course of the Pledgor’s business, or transactions to be carried out by it.
(j) Not to amend except with the Company's by-laws or other governing and constitutive documents without the Bank’s prior written consent of the Pledgeeconsent.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Samples: Security Agreement (Graham Corp)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsAdministrative Agent in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor’s chief executive office is located, assignin the state specified on the signature page hereof. In addition, transfer the Pledgor, is incorporated in or otherwise dispose by any cause or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Administrative Agent at least thirty (30) days notice before changing its chief executive office or state of incorporation or organization. The Pledgor will notify the Administrative Agent in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Administrative Agent in writing prior to any change in the Pledgor’s name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Administrative Agent, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Administrative Agent; provided that PHAS may pledge its shares of Xxxxxxx Medical Center in favor of a lender of Xxxxxxx Medical Center.
(e) The Pledgor will promptly notify the Administrative Agent in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Administrative Agent to dispose of the Collateral, or the rights inand remedies of the Administrative Agent in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Administrative Agent’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any such payment, the Administrative Agent at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Administrative Agent on demand for any Collateral Costs so incurred.
(g) Until the Administrative Agent exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Administrative Agent, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Administrative Agent; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itbusiness.
(j) Not The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Administrative Agent and constitutive documents without the prior written consent include a loss payable endorsement in favor of the PledgeeAdministrative Agent in a form acceptable to the Administrative Agent. Upon the request of the Administrative Agent, the Pledgor will deliver to the Administrative Agent a copy of each insurance policy, or, if permitted by the Administrative Agent, a certificate of insurance listing all insurance in force.
(k) Not The Pledgor will not attach any Collateral to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Administrative Agent of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Administrative Agent and shall provide that the Administrative Agent has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit A to this Agreement is a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Administrative Agent in its discretion, the Pledgor will promptly notify the Administrative Agent of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Administrative Agent, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Administrative Agent and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Administrative Agent. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor’s business, or except with the Administrative Agent’s prior written consent.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor’s chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor’s name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except (i) liens in favor of the Bank, (ii) liens for taxes not delinquent or statutory liens for taxes that are being contested in good faith, (iii) liens consisting of deposits made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, social security and other similar laws, (iv) liens securing the claims or demands of materialmen, mechanics, processors, carriers, warehousemen, landlords and other like persons, (v) purchase money security interests in assets acquired after the date of this Agreement, if the total principal amount of debts secured by such liens does not exceed One Million U.S. Dollars (U.S. $1,000,000) at any one time, (vi) liens arising from judgments and attachments in connection with court proceedings provided that the attachment or enforcement of such liens would not result in an Event of Default hereunder and such liens are being contested in good faith by appropriate proceedings, or (vii) liens which have been approved by the Bank in writing “Permitted Liens”); and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except Permitted Liens.
(e) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Bank; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itbusiness.
(j) Not The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation windstorm coverage and hurricane coverage as applicable), to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and constitutive documents without basis reasonably acceptable to the prior written consent Bank, shall require losses to be paid on a replacement cost basis, shall be issued by insurance companies acceptable to the Bank and include a loss payable endorsement in favor of the Pledgee.
(k) Not Bank in a form acceptable to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights Bank. Upon the request of the Pledged StockBank, without the prior written consent Pledgor will deliver to the Bank a copy of each insurance policy, or, if permitted by the PledgeeBank, a certificate of insurance listing all insurance in force.
Appears in 1 contract
Samples: Security Agreement (Annie's, Inc.)
Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give Pledgor covenants and agrees to: (i) from time to time promptly execute and deliver to Pledgee all such stock powers, assignments, certificates, supplemental writings, financing statements and other items and do all other acts or things a Pledgee may request in order more fully to evidence and perfect the interest of Pledgee in the Pledged Collateral; (ii) promptly furnish Pledgee with any information or writings which Pledgee may request concerning the Pledged Collateral; (iii) allow Pledgee to inspect all records of Pledgor 10 relating to the Pledged Collateral or the Obligations, and to make and take away copies of such records; (teniv) day prior notice promptly notify Pledgee of any call for a Company shareholders' and/or board change in any fact or circumstances warranted or represented by Pledgor in this Pledge Agreement or in any other writing furnished by Pledgor to Pledgee in connection with the Pledged Collateral or the Obligations; (v) promptly notify Pledgee of directors' meeting and subscribeany claim, fully pay action or proceeding affecting title to the Pledged Collateral, or any part thereof, or the security interest herein, and, at the request of Pledgee, appear in and give the defend, at Pledgor's expense, within three any such action or proceeding; (3vi) days of issuancepromptly, all certificates evidencing new shares issued after being requested by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, pay to exercise such rights Pledgee the amount of all reasonable expenses, including reasonable attorney's fees and other legal expenses, incurred by Pledgee in perfecting, maintaining and enforcing the security interest in the name and on behalf of Pledged Collateral;
(vii) promptly upon Pledgee's request certify to Pledgee (in such form as Pledgee requests) its compliance with the PledgorNet Worth Requirement (as defined).;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, Pledgor covenants and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing onesagrees that, without the prior written consent of the Pledgee which may be withheld in Pledgee.
(h) Not to approve's absolute discretion, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
Pledgor will not: (i) To ensure that sell, assign or transfer any rights of Pledgor in the Company shall comply with all statutesPledged Collateral; (ii) grant any options or other rights in the Pledged Collateral; nor (iii) create any other security interest in, executive ordersmortgage, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permitsor otherwise encumber the Pledged Collateral, licensesor any part thereof, certificates, and authorizations necessary for any activities and or transactions permit the same to be carried out by itor become subject to any lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, except the security interest herein created.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor agrees: (i) to indemnify the Bank against all losses, claims, demands, liabilities and expenses of every kind caused by any Collateral; (ii) to permit the Bank to exercise its rights under this Agreement; (iii) to execute and deliver such documents as the Bank deems necessary to create, perfect and continue the security interests contemplated by this Agreement; (iv) not to change its name (including, for an individual, the Pledgor's name on any driver's license or special identification card issued by any state), and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized andlor registered or its business structure without giving the Bank at least 30 days prior written notice; (v) not to change the places where the Pledgor 10 (ten) day keeps any Collateral or the Pledgor's Books and Records concerning the Collateral without giving the Bank prior written notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company address to which are subject to the Pledge granted hereby. Should the Pledgor fail is moving same; and (vi) to perform a share subscription obligationcooperate with the Bank in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as the Bank deems necessary, Pledgor shall notify proper or convenient in connection with the Pledgee preservation, perfection or enforcement of such circumstance by means any of the abovementioned notice, in order to enable the Pledgee, to exercise such its rights in the name and on behalf of the Pledgorunder this Agreement.;
(b) Not The Pledgor agrees with regard to conveythe Collateral, assign, transfer or unless the Bank agrees otherwise dispose by any cause or title in writing: (i) that the Bank is authorized to file financing statements in the name of the Pledged Stock;Pledgor to perfect the Bank's security interest in the Collateral; (ii) that the Bank is authorized to notify any account debtors, any buyers of the Collateral, or any other persons of the Bank's interest in the Collateral, (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control of the Collateral, and not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried; (iv) not to remove the Collateral from the Pledgor's premises except in the ordinary course of the Pledgor's business; (v) to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Collateral, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of the Bank; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any Collateral or any interest in the Collateral, except sales of inventory to buyers in the ordinary course of the Pledgor's business; (viii) to permit the Bank to inspect the Collateral at any time; (ix) to keep, in accordance with generally accepted accounting principles, complete and accurate Books and Records regarding all the Collateral, and to permit the Bank to inspect the same and make copies at any reasonable time; (x) if requested by the Bank, to receive and use reasonable diligence to collect the Collateral consisting of accounts and other rights to payment and proceeds, in trust and as the property of the Bank, and to immediately endorse as appropriate and deliver such Collateral to the Bank daily in the exact form in which they are received together with a collection report in form satisfactory to the Bank; (xi) not to commingle the Collateral, or collections with respect to the Collateral, with other property; (xii) to give only normal allowances and credits and to advise the Bank thereof immediately in writing if they affect any rights to payment or proceeds in any material respect; (xiii) from time to time, when requested by the Bank, to prepare and deliver a schedule of all the Collateral subject to this Agreement and to assign in writing and deliver to the Bank all accounts, contracts, leases and Ref #: 1001553582 : • MECHANICAL TECHNOLOGY, INCORPORATED Simplified Security Agreement (Multiple Use) 2 other chattel paper, instruments, and documents; (xiv) in the event the Bank elects to receive payments or rights to payment or proceeds hereunder, to pay all expenses incurred by the Bank, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and other expenses; and (xv) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all the Collateral and, as appropriate and applicable, to keep all the Collateral in good and saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all the Collateral free and clear of all defenses, rights of offset and counterclaims.
(c) Not If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bxxx of lading, the Pledgor shall immediately deliver such document to grant further property rights inthe Bank, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in together with any manner without the prior written consent of the Pledgee;necessary endorsements.
(d) To furnish The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation flood, windstorm coverage and hurricane coverage as applicable), to the Pledgee all documents requested extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and basis reasonably acceptable to the Bank, shall require losses to be paid on a replacement cost basis, shall be issued by it or by such other person as insurance companies acceptable to the Pledgee may appoint for perfection Bank and include a lender loss payable endorsement and additional insured endorsement in favor of the Pledge granted herebyBank in a form acceptable to the Bank. Upon the request of the Bank, and do and perform such other acts as may prove necessary the Pledgor will deliver to maintain the perfected security interest;Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(e) Not The Pledgor will not attach any Collateral to take any real property or fail fixture in a manner which might cause such Collateral to take any action if such action might negatively affect any of become a part thereof unless the rights granted to Pledgor first obtains the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of any owner, holder of any lien on the Pledgee.
(h) Not real property or fixture, or other person having an interest in such property to approve, propose or vote the declaration and/or payment of distributions or dividends removal by the Bank of the Company without the prior Collateral from such real property or fixture. Such written consent of shall be in form and substance acceptable to the Pledgee.
(i) To ensure Bank and shall provide that the Company shall comply with all statutesBank has no liability to such owner, executive ordersholder of any lien, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for or any activities and or transactions to be carried out by itother person.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor agrees: (i) to indemnify the Bank against all losses, claims, demands, liabilities and expenses of every kind caused by any Collateral; (ii) to permit the Bank to exercise its rights under this Agreement; (iii) to execute and deliver such documents as the Bank deems necessary to create, perfect and continue the security interests contemplated by this Agreement; (iv) not to change its name (including, for an individual, the Pledgor's name on any driver's license or special identification card issued by any state), and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered or its business structure without giving the Bank at least 30 days prior written notice; (v) not to change the places where the Pledgor 10 (ten) day keeps any Collateral or the Pledgor's Books and Records concerning the Collateral without giving the Bank prior written notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company address to which are subject to the Pledge granted hereby. Should the Pledgor fail is moving same; and (vi) to perform a share subscription obligationcooperate with the Bank in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as the Bank deems necessary, Pledgor shall notify proper or convenient in connection with the Pledgee preservation, perfection or enforcement of such circumstance by means any of the abovementioned notice, in order to enable the Pledgee, to exercise such its rights in the name and on behalf of the Pledgorunder this Agreement.;
(b) Not The Pledgor agrees with regard to conveythe Collateral, assign, transfer or unless the Bank agrees otherwise dispose by any cause or title in writing: (i) that the Bank is authorized to file financing statements in the name of the Pledged Stock;Pledgor to perfect the Bank's security interest in the Collateral; (ii) that the Bank is authorized to notify any account debtors, any buyers of the Collateral, or any other persons of the Bank's interest in the Collateral, (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control of the Collateral, and not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried; (iv) not to remove the Collateral from the Pledgor's premises except in the ordinary course of the Pledgor's business; (v) to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Collateral, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of the Bank; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any Collateral or any interest in the Collateral, except sales of inventory to buyers in the ordinary course of the Pledgor's business; (viii) to permit the Bank to inspect the Collateral at any time; (ix) to keep, in accordance with generally accepted accounting principles, complete and accurate Books and Records regarding all the Collateral, and to permit the Bank to inspect the same and make copies at any reasonable time; (x) if requested by the Bank, to receive and use reasonable diligence to collect the Collateral consisting of accounts and other rights to payment and proceeds, in trust and as the property of the Bank, and to immediately endorse as appropriate and deliver such Collateral to the Bank daily in the exact form in which they are received together with a collection report in form satisfactory to the Bank; (xi) not to commingle the Collateral, or collections with respect to the Collateral, with other property; (xii) to give only normal allowances and credits and to advise the Bank thereof immediately in writing if they affect any rights to payment or proceeds in any material respect; (xiii) from time to time, when requested by the Bank, to prepare and deliver a schedule of all the Collateral subject to this Agreement and to assign in writing and deliver to the Bank all accounts, contracts, leases and other chattel paper, instruments, and documents; (xiv) in the event the Bank elects to receive payments or rights to payment or proceeds hereunder, to pay all expenses incurred by the Bank, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and other expenses; and (xv) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all the Collateral and, as appropriate and applicable, to keep all the Collateral in good and saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all the Collateral free and clear of all defenses, rights of offset and counterclaims. .
(c) Not If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to grant further property rights inthe Bank, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in together with any manner without the prior written consent of the Pledgee;necessary endorsements.
(d) To furnish The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation flood, windstorm coverage and hurricane coverage as applicable), to the Pledgee all documents requested extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and basis reasonably acceptable to the Bank, shall require losses to be paid on a replacement cost basis, shall be issued by it or by such other person as insurance companies acceptable to the Pledgee may appoint for perfection Bank and include a lender loss payable endorsement and additional insured endorsement in favor of the Pledge granted herebyBank in a form acceptable to the Bank. Upon the request of the Bank, and do and perform such other acts as may prove necessary the Pledgor will deliver to maintain the perfected security interest;Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(e) Not The Pledgor will not attach any Collateral to take any real property or fail fixture in a manner which might cause such Collateral to take any action if such action might negatively affect any of become a part thereof unless the rights granted to Pledgor first obtains the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of any owner, holder of any lien on the Pledgee.
(h) Not real property or fixture, or other person having an interest in such property to approve, propose or vote the declaration and/or payment of distributions or dividends removal by the Bank of the Company without the prior Collateral from such real property or fixture. Such written consent of shall be in form and substance acceptable to the Pledgee.
(i) To ensure Bank and shall provide that the Company shall comply with all statutesBank has no liability to such owner, executive ordersholder of any lien, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for or any activities and or transactions to be carried out by itother person.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense and until Until the Secured Obligations are fully dischargedperformance of the Guaranteed Obligations, the Pledgor hereby undertakes as followscovenants that, unless the Pledgee otherwise consents in writing:
(a) To give The Pledgor shall defend its Pledged Collateral against all claims and demands of all persons at any time claiming any interest therein adverse to the Pledgee. The Pledgor 10 (ten) day prior notice shall keep its Pledged Collateral free from all claims, restrictions, encumbrances, security interests, pledges, liens, demands or charges of any call for a Company shareholders' and/or board of directors' meeting type, except the security interest hereby created and subscribe, fully pay in any required customary restrictions and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject encumbrances pursuant to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the PledgorCustodial Agreement.;
(b) Not to conveyExcept as contemplated by this Agreement and the Purchase Agreement, the Pledgor shall not sell, assign, transfer transfer, lease, lend or otherwise dispose by hypothecate, pledge or encumber its Pledged Collateral or any cause or title interest therein nor reduce the Pledgor’s interest in any of the Pledged Stock;
(c) Not Collateral other than as required pursuant to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without Custodial Agreement and with the prior written consent of the Pledgee;
(d) To furnish Pledgor. The Pledgor shall not consent to the Pledgee all documents requested by it amendment to any document, instrument or by such other person as agreement governing the terms of its Pledged Collateral or the rights of the Pledgor with respect thereto in any way materially adverse to the interests of the Pledgee may appoint for perfection of hereunder except with the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(hc) Not The Pledgor shall pay all reasonable costs necessary to approveenforce the security interest created by this Agreement, propose including but not limited to taxes, assessments, reasonable attorney’s fees, legal expenses and expenses of sales. Whether the Pledged Collateral is or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of is not in the Pledgee’ possession, and without any obligation to do so and without waiving the Pledgor’s default for failure to make any such payment, the Pledgee at its option may pay any such reasonable costs and expenses and discharge encumbrances on the Pledged Collateral. The Pledgor agrees to reimburse the Pledgee on demand for any costs so incurred.
(id) To ensure that The Pledgor shall sign and deliver any instruments furnished by the Company shall Pledgee, including, without limitation, financing statements and continuation statements, and take all such actions which are necessary or desirable in the good faith and reasonable judgment of the Pledgee to obtain, create, maintain and perfect the security interest hereunder and to enable the Pledgee to comply with all statutesany federal or state law in order to obtain, executive orders, ordinances and regulations applicable to it and create or perfect the Pledgee’s interest in the Pledged Collateral or to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itproceeds of the Pledged Collateral.
(je) Not to amend The Pledgor shall notify the Company's by-laws Pledgee promptly of any change in the Pledgor’s residence or other governing place of business, as applicable, and constitutive documents without any change in any matter warranted or represented by the prior written consent Pledgor in this Agreement upon the Pledgor becoming aware of the Pledgeesuch change.
(kf) Not No renewal or extensions of or any other indulgence with respect to execute shareholders' agreements the Guaranteed Obligations or voting trusts agreements any part thereof, no modification of the terms of the Preferred Stock, no release of any security, no delay in enforcement of payment, and no delay or otherwise restrict omission or lack of diligence or care in exercising any right or power with respect to the voting Guaranteed Obligations or any security therefor or guaranty thereof or under this Agreement shall in any manner impair or affect the rights of the Pledged StockPledgee under any law, without hereunder or under the prior written consent Purchase Agreement. The Pledgeee shall not be required to file suit or assert a claim for personal judgment against any person for any part of the PledgeeGuaranteed Obligations, before foreclosing or otherwise realizing upon the Pledged Collateral. The Pledgor waives any right to require or control application of any other security or proceeds thereof, and agree that the Pledgee shall have no duty or obligation to the Pledgor to apply to the Guaranteed Obligations any such other security or proceeds thereof.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsRequired Lenders in writing:
(a) To The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) Pledgor is incorporated in or organized under the laws of the state specified on such signature page. Pledgor shall give Agent at least thirty (30) days notice before changing its state of incorporation or organization. The Pledgor will notify the Agent in writing at the end of each fiscal quarter of any change in the location of any Collateral in excess of $250,000, including the Books and Records.
(c) The Pledgor will notify the Agent in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor 10 (ten) day prior notice has not granted and will not grant any security interest in any of the Collateral except to the Agent, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give kind or nature except the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means security interest of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and Agent on behalf of the PledgorLenders or as otherwise permitted by the Credit Agreement.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take The Pledgor will promptly notify the Agent in writing of any action if such action might negatively affect any event which diminishes the value of the Collateral by $500,000 or more, the ability of the Pledgor or the Agent to dispose of the Collateral, or the rights granted to and remedies of the Pledgee hereunderAgent in relation thereto, including, without limitationbut not limited to, the levy of any action or omission that may result legal process against any Collateral in connection with the collection of an obligation in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) amount of the capital of and voting rights in the Company;$500,000 or more.
(f) Should The Pledgor vote shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Agent's security interest. Without waiving the Pledgor's default for or take failure to make any other action to obtain an increase such payment, the Agent at its option may pay any such costs and expenses, discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such payments shall be a part of the Indebtedness and bear interest at the rate set out in the capital of Indebtedness. The Pledgor agrees to reimburse the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capitalAgent on demand for any costs so incurred.
(g) Not Until the Agent exercises its rights to call any meeting or vote on shareholders' meeting decisions aimed at effecting a mergermake collection, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the PledgeePledgor will diligently collect all Collateral.
(h) Not If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall, if an Event of Default has occurred and is continuing, immediately deliver such document to approvethe Agent, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgeetogether with any necessary endorsements.
(i) To ensure that The Pledgor will not sell, lease, or otherwise dispose of any Collateral except to the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out extent permitted by itSection 7.05 of the Credit Agreement.
(j) Not The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Agent and constitutive documents without the prior written consent include a loss payable endorsement in favor of the PledgeeAgent in a form reasonably acceptable to the Agent.
(k) Not The Pledgor will not attach any Collateral having an aggregate value in excess of $250,000 to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Agent of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Agent and shall provide that the Agent has no liability to such owner, holder of any lien, or any other person.
(l) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all material issued patents and will renew all material trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto. The Pledgor also will promptly make application on any material registerable but unregistered trademarks and service marks. The Pledgor will at its expense protect and defend all rights in the Collateral against any claims and demands of all persons other than the Agent and the Lenders and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral. Except as permitted by the Credit Agreement, the Pledgor will not license or transfer any of the Collateral except with the Agent's prior written consent.
Appears in 1 contract
Samples: Security Agreement (Ashworth Inc)
Pledgor’s Covenants. At its own expense As long as any Second Priority Obligations remain outstanding, the Pledgor covenants and until agrees the following, provided that nothing in this Agreement shall limit or restrict the rights of the First Priority Collateral Trustee and the First Priority Indenture Trustee, including without limitation any right of any holder of a First Priority Obligation, to exercise their creditors rights or remedies of the First Priority Senior Secured Obligations are fully discharged, Pledgor hereby undertakes as followsNotes or any refinancing thereof:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject a. it shall defend title to the Pledged Equity Interest against all persons and upon any request that from time to time the Pledgee may make;
b. except as permitted or required under the Second Priority Indenture, it shall abstain from selling, assigning, exchanging, pledging (except for the First Priority Pledge Agreement) or otherwise transferring, encumbering (except for the pledge granted hereby. Should in favor of the Pledgor fail First Priority Collateral Trustee), diminishing or impairing its rights under the Pledged Equity Interest or the Collateral or agreeing to perform a share subscription obligationdo so, Pledgor it further agrees to keep Pledged Equity Interest free from all claims, assignments, encumbrances, security interests and liens, otherwise described or possibly created or undertaken;
c. it shall notify the Pledgee in writing of such circumstance by means any increase or decrease of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest its participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
d. following the satisfaction of the Condition Precedent, promptly deliver or cause to be delivered to the Pledgee upon the subscription (f) Should Pledgor vote for whether directly or take indirectly through any subsidiary or affiliate or in any other action to obtain an manner) and payment of any capital increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that a new certificate, certifying the Company shall comply with all statutes, executive orders, ordinances subscription and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent payment of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.such
Appears in 1 contract
Samples: Equity Interest Pledge Agreement (Satelites Mexicanos Sa De Cv)
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor agrees: (i) to indemnify the Bank against all losses, claims, demands, liabilities and expenses of every kind caused by any Collateral; (ii) to permit the Bank to exercise its rights under this Agreement; (iii) to execute and deliver such documents as the Bank deems necessary to create, perfect and continue the security interests contemplated by this Agreement; (iv) not to change its name (including, for an individual, the Pledgor’s name on any driver’s license or special identification card issued by any state), and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered or its business structure without giving the Bank at least 30 days prior written notice; (v) not to change the places where the Pledgor 10 (ten) day keeps any Collateral or the Pledgor's Books and Records concerning the Collateral without giving the Bank prior written notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company address to which are subject to the Pledge granted hereby. Should the Pledgor fail is moving same; and (vi) to perform a share subscription obligationcooperate with the Bank in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as the Bank deems necessary, Pledgor shall notify proper or convenient in connection with the Pledgee preservation, perfection or enforcement of such circumstance by means any of the abovementioned notice, in order to enable the Pledgee, to exercise such its rights in the name and on behalf of the Pledgorunder this Agreement.;
(b) Not The Pledgor agrees with regard to conveythe Collateral, assign, transfer or unless the Bank agrees otherwise dispose by any cause or title in writing: (i) that the Bank is authorized to file financing statements in the name of the Pledged Stock;Pledgor to perfect the Bank's security interest in the Collateral; (ii) that the Bank is authorized to notify any account debtors, any buyers of the Collateral, or any other persons of the Bank's interest in the Collateral, (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control of the Collateral, and not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried; (iv) not to remove the Collateral from the Pledgor's premises except in the ordinary course of the Pledgor's business; (v) to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Collateral, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of the Bank; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any Collateral or any interest in the Collateral, except sales of inventory to buyers in the ordinary course of the Pledgor's business; (viii) to permit the Bank to inspect the Collateral at any time; (ix) to keep, in accordance with generally accepted accounting principles, complete and accurate Books and Records regarding all the Collateral, and to permit the Bank to inspect the same and make copies at any reasonable time; (x) if requested by the Bank, to receive and use reasonable diligence to collect the Collateral consisting of accounts and other rights to payment and proceeds, in trust and as the property of the Bank, and to immediately endorse as appropriate and deliver such Collateral to the Bank daily in the exact form in which they are received together with a collection report in form satisfactory to the Bank; (xi) not to commingle the Collateral, or collections with respect to the Collateral, with other property; (xii) to give only normal allowances and credits and to advise the Bank thereof immediately in writing if they affect any rights to payment or proceeds in any material respect; (xiii) from time to time, when requested by the Bank, to prepare and deliver a schedule of all the Collateral subject to this Agreement and to assign in writing and deliver to the Bank all accounts, contracts, leases and other chattel paper, instruments, and documents; (xiv) in the event the Bank elects to receive payments or rights to payment or proceeds hereunder, to pay all reasonable third-party expenses actually incurred by the Bank, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and other expenses; and (xv) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all the Collateral and, as appropriate and applicable, to keep all the Collateral in good and saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all the Collateral free and clear of all defenses, rights of offset and counterclaims. . Security Agreement
(c) Not If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bxxx of lading, the Pledgor shall immediately deliver such document to grant further property rights inthe Bank, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in together with any manner without the prior written consent of the Pledgee;necessary endorsements.
(d) To furnish The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation flood, windstorm coverage and hurricane coverage as applicable), to the Pledgee all documents requested extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and basis reasonably acceptable to the Bank, shall require losses to be paid on a replacement cost basis, shall be issued by it or by such other person as insurance companies acceptable to the Pledgee may appoint for perfection Bank and include a lender loss payable endorsement and additional insured endorsement in favor of the Pledge granted Bank in a form acceptable to the Bank. Upon the request of the Bank, the Pledgor will deliver to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force. Unless the Pledgor provides the Bank with satisfactory evidence of the insurance coverage required hereby, the Bank may purchase insurance at the Pledgor’s expense to protect the Bank’s interest in the Collateral. This insurance may, but need not, protect the interests of the Pledgor. The coverage that the Bank purchases may not pay any claim that the Pledgor makes or any claim that is made against the Pledgor in connection with the Collateral. The Pledgor may later cancel any insurance purchased by the Bank, but only after providing the Bank with satisfactory evidence that the Pledgor has obtained insurance as required hereby. If the Bank purchases insurance of the Collateral, the Pledgor will be responsible for the costs of that insurance, including interest thereon at the highest default rate provided in the Indebtedness and do any other charges which the Bank may impose in connection with the placement of the insurance until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the outstanding principal balance of the Indebtedness, shall bear interest at the default rate as provided above, and perform such other acts as shall be payable upon demand. The costs of the insurance may prove necessary be more than the cost of insurance the Pledgor may be able to maintain the perfected security interest;obtain on its own.
(e) Not The Pledgor will not attach any Collateral to take any real property or fail fixture in a manner which might cause such Collateral to take become a part thereof unless the Pledgor first obtains the written consent of any action if owner, holder of any lien on the real property or fixture, or other person having an interest in such action might negatively affect any property to the removal by the Bank of the rights granted Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Pledgee hereunderBank and shall provide that the Bank has no liability to such owner, includingholder of any lien, without limitation, or any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;other person.
(f) Should The Pledgor vote for or take shall not withdraw funds from any other action to obtain an increase in the capital deposit account which is part of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, Collateral without the Bank's prior written consent of the Pledgeeconsent.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor’s chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor’s name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank.
(e) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor’s default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Bank; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itbusiness.
(j) Not The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation windstorm coverage, and Ref #: 1000800238 : - Technical Communications Corporation hurricane coverage as applicable), to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and constitutive documents without basis reasonably acceptable to the prior written consent Bank, shall require losses to be paid on a replacement cost basis, shall be issued by insurance companies acceptable to the Bank and include a loss payable endorsement in favor of the PledgeeBank in a form acceptable to the Bank. Upon the request of the Bank, the Pledgor will deliver to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(k) Not The Pledgor will not attach any Collateral to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Bank and shall provide that the Bank has no liability to such owner, holder of any lien, or any other person.
Appears in 1 contract
Pledgor’s Covenants. At its own expense Pledgor hereby covenants and agrees that until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsIndebtedness is paid and performed in full:
(a) To give the Pledgor 10 will not cause, permit, or consent to (teni) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject amendment or modification to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means Partnership Agreement in effect as of the abovementioned noticedate hereof, in order to enable the Pledgee, to exercise such rights or (ii) any transfer or change in the name and on behalf ownership of the Pledgor.partnership interests in the Partnership;
(b) Not Pledgor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by Pledgor with respect to convey(or which, assignif not paid, transfer or otherwise dispose by could result in an encumbrance upon) any cause or title of the Pledged StockCollateral, except as otherwise permitted by the terms of the Notes. In the event that Pledgor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Notes), then Lender Representative shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be secured by the Security Interests;
(c) Not to grant further property rights inPledgor will not sell, pledgestransfer, liens and/or encumber the Pledged Stock mortgage, or otherwise affect them to restrictions or charge them encumber any Collateral in any manner without first obtaining the prior written consent of the PledgeeLender Representative, which consent may be withheld in Lender Representative’s sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance;
(d) To furnish Pledgor will, at its expense and in such manner and form as Lender Representative may from time to time reasonably require, execute, deliver, file, and record any financing statement, specific assignment, or other instruments, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender Representative may from time to time reasonably request, in order to create, preserve, perfect, or validate any Security Interest, or to enable Lender Representative to exercise and enforce its rights hereunder with respect to any of the Collateral. In the event, for any reason, that the Law of any jurisdiction other than the State of Texas becomes or is applicable to the Pledgee Collateral, or any part thereof, Pledgor agrees to execute and deliver all documents requested by it or by such instruments and to do all such other person as the Pledgee things that may appoint for perfection of the Pledge granted herebybe necessary or appropriate to preserve, protect, and do and perform enforce the Security Interests of Lender Representative under the Law of such other acts as jurisdiction, to at least the same extent that the Security Interests would be protected under the Code. To the extent permitted by applicable Law, Pledgor hereby authorizes Lender to execute and file, in the name of Pledgor or otherwise, Uniform Commercial Code financing statements that Lender Representative in its sole discretion may prove deem necessary or appropriate to maintain further perfect the perfected security interestSecurity Interests;
(e) Not to take If Pledgor receives, by virtue of being or fail to take any action if such action might negatively affect having been an owner of any of the rights Collateral, any notes, other instruments, options, cash distributions, or any other distribution, then Pledgor shall receive the same in trust for the benefit of Lender Representative, shall immediately notify Lender Representative of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate to continue or create as first and prior perfected Liens, in favor of Lender covering such notes, other instruments, or options;
(f) Pledgor will notify Lender Representative and each of the Lenders in writing prior to any change of Pledgor’s chief executive office or principal place of business;
(g) Pledgor shall cause to be obtained any and all waivers and consents necessary to make effective the grant contained in and to perfect the security interest granted to the Pledgee hereunderLender Representative pursuant to Section 2.1 hereof, including, without limitation, any action or omission that may result in all necessary waivers and consents from the Pledgor's interest participation decreasing to less than 80% (eighty per cent) other partners, if any, of the capital of and voting rights in the CompanyPartnership;
(fh) Should Pledgor vote for shall perform fully all obligations imposed upon it by any agreements or take instruments concerning all or any other action to obtain an increase in the capital part of the CompanyCollateral, Pledgor including, without limitation, the Partnership Agreement, and shall subscribe maintain in full force and pay in effect all such number agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting such agreements or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing onesinstruments, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.Lender; and
(i) To ensure that Pledgor shall promptly notify Lender Representative and each of the Company shall comply Lenders of any material adverse change in any material fact or material circumstance warranted or represented by Pledgor in this Agreement or the Notes or in any other writing furnished by Pledgor to Lender Representative in connection with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificatesthe Collateral or the Secured Indebtedness, and authorizations necessary for any activities shall promptly notify Lender Representative and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent each of the PledgeeLenders of any claim, action, or proceeding affecting title to the Collateral, or any part thereof, or the Security Interests herein, and, at the request of Lender Representative, shall appear and defend, at Pledgor’s expense, any such action or proceeding.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyThe Pledgor resides (if the Pledgor is an individual), assignor the Pledgor’s chief executive office (if the Pledgor is not an individual) is located, transfer in the state specified on the signature page hereof. In addition, the Pledgor (if not an individual or otherwise dispose by any cause other unregistered entity), is incorporated in or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor’s name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank.
(e) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank's security interest (collectively, the "Collateral Costs"). Without waiving the Pledgor’s default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Bank; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itbusiness.
(j) Not The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation windstorm coverage, and hurricane coverage as applicable), to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and constitutive documents without basis reasonably acceptable to the prior written consent Bank, shall require losses to be paid on a replacement cost basis, shall be issued by insurance companies • acceptable to the Bank and include a loss payable endorsement in favor of the Pledgee.Bank in a form acceptable to the Bank. Upon the request of the Bank, the Pledgor will deliver to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force, Ref #: 1000420470 : - Vertex Energy, Lie. Security Agreement (Multiple Use)
(k) Not The Pledgor will not attach any Collateral to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal properly or fixture, or other person having an interest in such properly to the removal by the Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Bank and shall provide that the Bank has no liability to such owner, holder of any lien, or any other person.
Appears in 1 contract
Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, The Pledgor hereby undertakes as followscovenants with the Lender that:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, it will not assign, transfer or otherwise dispose by permit to exist any cause pledge or title encumbrance of its interests in the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber Proceeds or the Pledged Stock Interests (either beneficially or otherwise affect them to restrictions or charge them in any manner of record) without the prior written consent of the PledgeeLender, except (i) to effect a restructuring of the ownership interests in the Corporation and the Company with the result being that the Company becomes a wholly owned subsidiary of the Corporation and any shares of capital stock or other property of the Corporation issued to Pledgor as consequence is immediately delivered to Lender to be held as part of the Pledged Collateral and (ii) to effect the merger contemplated by the Letter of Intent;
(b) it will not, without the Lender's written consent, vote to, or consent to, amend, modify or terminate the Operating Agreement in the manner described in Section 4 hereof and Pledgor shall comply with every material term, covenant and condition thereof;
(c) it will give the Lender, within ten days after knowledge thereof is obtained by any Pledgor, written notice of (i) any default under the Operating Agreement, or (ii) the occurrence of any event which, in the reasonable opinion of any Pledgor, could have an adverse effect on the Pledged Collateral, or will result, will the passage of time or otherwise, in the dissolution or termination of the Company or the Corporation;
(d) To furnish it will keep and perform all the terms and conditions contained in the Operating Agreement and Pledgor will not do, cause or suffer to be done any act whereby the Company may be dissolved or the share or the interest of Pledgor in and to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection proceeds of the Pledge granted herebyCompany or Corporation may be charged, and do and perform such other acts as may prove necessary to maintain the perfected security interestalienated or encumbered;
(e) Not to take it will keep the Pledged Collateral free of all Liens , unless the same is discharged or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Companybonded within 30 days;
(f) Should it will (i) cause the Company not to issue any equity interests or other securities in addition to or in substitution for the Pledged Interests issued by the Company, except to the Pledgor vote for and (ii) pledge hereunder, immediately upon its acquisition (directly or take indirectly) thereof, and subject to subsection 1(c) any and all additional equity interests or other action to obtain an increase in the capital securities of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.; and
(g) Not to call any meeting it will not change its address or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase location of its capitalchief executive office or principal place of business, issuance of new shares or exchange of existing oneschange its name, without the at least 30 days' prior written consent of notice to the Pledgee.
(h) Not Lender, and with respect to approveany such change in address or name, propose or vote Pledgor shall execute and deliver to the declaration and/or payment of distributions or dividends of Lender such documents and take such actions as the Company without Lender reasonably deems necessary to perfect and protect the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it Lender's security interests in and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the PledgeeCollateral.
Appears in 1 contract
Pledgor’s Covenants. At its own expense and until the Secured ------------------- Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor agrees: (i) to indemnify the Bank against all losses, claims, demands, liabilities and expenses of every kind caused by any Collateral; (ii) to permit the Bank to exercise its rights under this Agreement; (iii) to execute and deliver such documents as the Bank deems necessary to create, perfect and continue the security interests contemplated by this Agreement; (iv) not to change its name (including, for an individual, the Pledgor’s name on any driver’s license or special identification card issued by any state), and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered or its business structure without giving the Bank at least 30 days prior written notice; (v) not to change the places where the Pledgor 10 (ten) day keeps any Collateral or the Pledgor's Books and Records concerning the Collateral without giving the Bank prior written notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company address to which are subject to the Pledge granted hereby. Should the Pledgor fail is moving same; and (vi) to perform a share subscription obligationcooperate with the Bank in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as the Bank deems necessary, Pledgor shall notify proper or convenient in connection with the Pledgee preservation, perfection or enforcement of such circumstance by means any of the abovementioned notice, in order to enable the Pledgee, to exercise such its rights in the name and on behalf of the Pledgorunder this Agreement.;
(b) Not The Pledgor agrees with regard to conveythe Collateral, assign, transfer or unless the Bank agrees otherwise dispose by any cause or title in writing: (i) that the Bank is authorized to file financing statements in the name of the Pledged Stock;
Pledgor to perfect the Bank's security interest in the Collateral; (cii) Not that the Bank is authorized to grant further property rights innotify any account debtors, pledgesany buyers of the Collateral, liens and/or encumber or any other persons of the Pledged Stock Bank's interest in the Collateral, (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control of the Collateral, and not to use any Collateral for any unlawful purpose or otherwise affect them to restrictions or charge them in any manner without way that would void any insurance required to be carried; (iv) not to remove the prior written consent Collateral from the Pledgor's premises except in the ordinary course of the Pledgee;
Pledgor's business; (dv) To furnish to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebyCollateral, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of the Bank; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any action Collateral or omission that may result any interest in the Collateral, except sales of inventory to buyers in the ordinary course of the Pledgor's interest participation decreasing business; (viii) to less than 80% (eighty per cent) of permit the capital of and voting rights in Bank to inspect the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed Collateral at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.any
Appears in 1 contract
Pledgor’s Covenants. At In addition to its own expense other agreements ------------------- herein, the Pledgor covenants and agrees with the Trustee and the Holders of the Notes that from and after the date hereof until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsTermination Date:
(a) To give it will, promptly upon request by the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting Trustee, execute and subscribedeliver or cause to be executed and delivered, fully pay in and give the Pledgor, within three (3) days of issuanceor use its commercially reasonable efforts to procure, all certificates evidencing new shares issued assignments, instruments and other documents, in form and substance reasonably satisfactory to the Trustee, and take any other action that is necessary or desirable to perfect, continue the perfection of, or protect the first priority of the Trustee's security interest in the Pledged Collateral, to protect the Pledged Collateral against rights, claims, or interests asserted by third persons (other than any rights, claims or interests created by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligationTrustee), Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the PledgeeTrustee to enforce its rights and remedies hereunder, and to exercise such rights effect the purposes of this Security Agreement. The Pledgor will promptly pay all reasonable costs incurred in the name and on behalf connection with any of the Pledgorforegoing.;
(b) Not to convey, assign, transfer it will not (and will not purport to) (i) sell or otherwise dispose by of, or grant any cause option or title warrant with respect to, any of the Pledged StockCollateral or its beneficial interest therein, or (ii) create or permit to exist any Lien or other adverse interest in or with respect to its beneficial interest in any of the Pledged Collateral (other than the security interest granted herein);
(c) Not it will not (i) enter into any agreement or understanding that restricts or inhibits or purports to grant further property restrict or inhibit the Trustee's rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee remedies hereunder, including, without limitation, any action or omission that may result in the PledgorTrustee's interest participation decreasing right to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights dispose of the Pledged StockCollateral as provided herein, without or (ii) fail to pay or discharge any tax, assessment or levy of any nature with respect to its beneficial interest in the prior written consent Pledged Collateral later than five days before the date of any proposed sale under any judgment, writ or warrant of attachment with respect to its beneficial interest; and
(d) it will at all times remain the sole beneficial owner of the PledgeePledged Collateral (subject to the security interest granted to the Trustee herein).
Appears in 1 contract
Samples: Security and Control Agreement (Independent Wireless One Corp)
Pledgor’s Covenants. At In addition to its own expense other agreements herein, the Pledgor covenants and agrees with the Trustee and the Holders of the Notes that from and after the date hereof until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsTermination Date:
(a) To give It will, promptly upon request by the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting Trustee, execute and subscribedeliver or cause to be executed and delivered, fully pay in and give the Pledgor, within three (3) days of issuanceor use its commercially reasonable efforts to procure, all certificates evidencing new shares issued assignments, instruments and other documents, in form and substance reasonably satisfactory to the Trustee, and take any other action that is necessary or desirable to perfect, further evidence the perfection of, continue the perfection of, or protect the first priority of, the Trustee’s security interest in the Pledged Collateral, to protect the Pledged Collateral against rights, claims, or interests asserted therein by third persons (other than any right, claim, or interest created by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and Trustee on behalf of the Pledgor.Holders of the Notes), to enable the Trustee to enforce its rights and remedies hereunder, and to effect the purposes of this Security Agreement. The Pledgor will promptly pay all reasonable costs incurred in connection with any of the foregoing;
(b) Not to convey, assign, transfer It will not (and will not purport to) (i) sell or otherwise dispose by of, or grant any cause option or title warrant with respect to, its beneficial interest in, any of the Pledged StockCollateral or its interest therein, or (ii) create or permit to exist any Lien or other adverse interest in or with respect to any of the Pledged Collateral (other than the security interest granted herein);
(c) Not It will not (i) enter into any agreement or understanding that, directly or indirectly, restricts or inhibits or purports to grant further property restrict or inhibit the Trustee’s rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee remedies hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing Trustee’s right to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights dispose of the Pledged StockCollateral as provided herein, without or (ii) fail to pay or discharge any tax, assessment or levy of any nature with respect to its beneficial interest in the prior written consent Pledged Collateral later than five days before the date of any proposed sale under any judgment, writ or warrant of attachment with respect to its beneficial interest; and
(d) It will at all times remain the sole beneficial owner of the PledgeePledged Collateral (subject to the security interest granted to the Trustee herein).
Appears in 1 contract
Pledgor’s Covenants. At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows:
(a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting covenants and subscribe, fully pay agrees that it will defend Bank's lien and security interest in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should Pledged Stock against the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee claims and demands of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgorall persons whomsoever.;
(b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock;
(c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner Pledgor covenants and agrees that without the prior written consent of the Pledgee;
(d) To furnish to the Pledgee all documents requested by Bank, it or by such other person as the Pledgee may appoint for perfection of the Pledge granted herebywill not sell, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements convey or otherwise restrict the voting rights dispose of any of the Pledged Stock, without the prior written consent or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance or restriction with respect to any of the PledgeePledged Stock, or any interest therein, or any proceeds thereof, except for (i) the liens and security interests created by this Pledge Agreement, (ii) restrictions imposed by applicable state and federal securities laws generally, and (iii) the put/call rights under the Securities Purchase Agreement.
(c) Pledgor covenants and agrees that it will not consent to or permit the issuance of any additional shares of capital stock of any class by any issuer of the Pledged Stock unless such shares are pledged and the Certificates therefor delivered to Bank, simultaneously with the issuance thereof, together with appropriate undated assignments separate from the Certificates duly executed in blank.
(d) At any time and from time to time, upon the written request of the Bank, and at the sole expense of the Pledgor, the Pledgor covenants and agrees that it will promptly and duly execute and deliver such further instruments and documents and take such further actions as Bank may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Pledged Stock shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Bank, duly endorsed in a manner satisfactory to Bank, to be held as Pledged Stock pursuant to this Pledge Agreement.
(e) The Pledgor covenants and agrees to pay, and to save the Bank harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Stock or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 1 contract
Pledgor’s Covenants. At its own expense The Pledgor represents, covenants and until warrants that unless compliance is waived by the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsBank in writing:
(a) To give The Pledgor will properly preserve the Pledgor 10 (ten) day prior notice of Collateral; defend the Collateral against any call for a Company shareholders' and/or board of directors' meeting adverse claims and subscribe, fully pay in demands; and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name keep accurate Books and on behalf of the PledgorRecords.;
(b) Not to conveyEach Pledgor’s chief executive office and the collateral is located as specified on Exhibit A attached hereto and made a part hereof. In addition, assignthe Pledgor (if not an individual or other unregistered entity), transfer is incorporated in or otherwise dispose by any cause or title organized under the laws of the Pledged Stock;state specified on such signature page. The Pledgor shall give the Bank at least thirty (30) days notice before changing its chief executive office or state of incorporation or organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) Not The Pledgor will notify the Bank in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant further property any security interest in any of the Collateral except to the Bank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank.
(e) The Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the Collateral, or the rights inand remedies of the Bank in relation thereto, pledgesincluding, liens and/or encumber but not limited to, the Pledged Stock levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's default for failure to make any such payment, the Bank at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so incurred.
(g) Until the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise affect them to restrictions or charge them in dispose of any manner without Collateral except with the prior written consent of the Pledgee;
(d) To furnish to Bank; provided, however, that the Pledgee all documents requested by it or by such other person as the Pledgee Pledgor may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest;
(e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result sell inventory in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) ordinary course of the capital of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital.
(g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by itbusiness.
(j) Not The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire, theft, liability and extended coverages (including without limitation windstorm coverage and hurricane coverage as applicable), to amend the Company's by-laws or other governing extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and constitutive documents without basis reasonably acceptable to the prior written consent Bank, shall require losses to be paid on a replacement cost basis, shall be issued by insurance companies acceptable to the Bank and include a loss payable endorsement in favor of the PledgeeBank in a form acceptable to the Bank. Upon the request of the Bank, the Pledgor will deliver to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.
(k) Not The Pledgor will not attach any Collateral to execute shareholders' agreements any real property or voting trusts agreements or otherwise restrict fixture in a manner which might cause such Collateral to become a part thereof unless the voting rights of Pledgor first obtains the Pledged Stock, without the prior written consent of any owner, holder of any lien on the Pledgeereal property or fixture, or other person having an interest in such property to the removal by the Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Bank and shall provide that the Bank has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit B to this Agreement is a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Bank in its discretion, the Pledgor will promptly notify the Bank of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Bank, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Bank and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Bank. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or except with the Bank's prior written consent.
Appears in 1 contract
Pledgor’s Covenants. At its own expense Pledgor hereby covenants and agrees with the Administrative Agent that until the Secured Obligations are fully discharged, Pledgor hereby undertakes as followsIndebtedness is paid and performed in full:
(a) To give the Pledgor 10 (ten) day prior notice of will not cause, permit or consent to any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject amendment or modification to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means Partnership Agreements in effect as of the abovementioned notice, in order to enable the Pledgee, to exercise such rights date hereof except as permitted in the name and on behalf of the Pledgor.Loan Agreement;
(b) Not Pledgor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by Pledgor with respect to convey(or which, assign, transfer or otherwise dispose by if not paid could result in an encumbrance upon) any cause or title of the Pledged StockCollateral, except as otherwise permitted by the terms of the Loan Agreement. In the event that Pledgor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then the Administrative Agent shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be secured by the Security Interests;
(c) Not to grant further property rights inPledgor will not sell, pledgestransfer, liens and/or encumber the Pledged Stock mortgage or otherwise affect them to restrictions or charge them encumber any Collateral in any manner manner, except for the security interest in favor of Refractive Administrative Agent, without first obtaining the prior written consent of the PledgeeAdministrative Agent. Any written consent to any such sale, mortgage, transfer or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer or encumbrance;
(d) To furnish Pledgor will, at its expense and in such manner and form as the Administrative Agent may from time to time reasonably require, execute, deliver, file and record any financing statement, specific assignment or other instruments, certificates or papers and take any other action that may be necessary or desirable, or that the Administrative Agent may from time to time reasonably request, in order to create, preserve, perfect or validate any Security Interest or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to any of the Collateral. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Pledgee Collateral, or any part thereof, Pledgor agrees to execute and deliver all documents requested by it or by such instruments and to do all such other person as things that may be necessary or appropriate to preserve, protect and enforce the Pledgee may appoint for perfection Security Interests of the Pledge granted hereby, and do and perform Administrative Agent under the law of such other acts as jurisdiction, to at least the same extent that the Security Interests would be protected under the Code. To the extent permitted by applicable law, Pledgor hereby authorizes the Administrative Agent to execute and file, in the name of Pledgor or otherwise, Uniform Commercial Code financing statements that the Administrative Agent in its sole discretion may prove deem necessary or appropriate to maintain further perfect the perfected security interestSecurity Interests;
(e) Not to take If Pledgor receives, by virtue of being or fail to take any action if such action might negatively affect having been an owner of any of the rights granted Collateral, any notes, other instruments, options, cash distributions or any other distribution, resulting from a Capital Event (hereinafter defined) Pledgor shall receive the same in trust for the benefit of the Administrative Agent, shall immediately notify the Administrative Agent of such receipt and shall immediately take all such actions and execute all such documents as the Administrative Agent deems necessary or appropriate to continue or create as first and prior perfected Liens, in favor of the Administrative Agent covering such notes, other instruments, options, cash distributions. As used herein, the term "Capital Event" shall mean any event generating or resulting in revenues not attributable to the Pledgee hereunder, including, normal business operations of the Partnerships including without limitation, any action mortgaging of assets, refinancing of existing indebtedness of any Partnership, condemnation of any assets of any Partnership, sale or omission that may result in transfer of any assets of any Partnership outside the Pledgor's interest participation decreasing to less ordinary course of business, or payment of insurance proceeds. At all times other than 80% (eighty per cent) during the continuance of the capital an Event of and voting rights in the Company;
(f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the CompanyDefault, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion entitled to its respective receive free from the security interest participation in the Company's capital.
(g) Not to call hereof any meeting note, other instrument, option, cash distribution or vote on shareholders' meeting decisions aimed at effecting any other distribution resulting from any event other than a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee.
(h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee.
(i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it.
(j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee.
(k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.Capital Event;
Appears in 1 contract
Samples: Pledge and Security Agreement (Prime Medical Services Inc /Tx/)
