Prior to or concurrently with the execution of this Agreement (and promptly after the acquisition of any additional Stockholder Shares), each New Securityholder and Co-Investor shall deliver to the Company (i) all certificates evidencing any Stockholder Shares owned by such New Securityholder and Co-Investor and (ii) five stock transfer powers in the form of Exhibit B attached hereto (each, a “Stock Power” and, collectively, the “Stock Powers”) executed in blank with respect to all such Stockholder Shares. All certificates evidencing such Stockholder Shares will be held by the Company for the benefit of such New Securityholders and Co-Investors until consummation of an Approved Sale in accordance with the terms and conditions of this Section 3. In connection with any such Approved Sale, the Company is hereby authorized by each such New Securityholder and Co-Investor to assign, transfer and deliver all such Stockholder Shares to the appropriate acquiror thereof in accordance with the terms and conditions of this Section 3. In the event of a Transfer by any New Securityholder or Co-Investor pursuant to and in compliance with the provisions of this Agreement, the Company shall use its commercially reasonable efforts to cancel and reissue any certificates held by it in order to evidence such Transfer as soon as reasonably practicable.
Prior to or concurrently with the execution and delivery of this Agreement, each Subsidiary Guarantor shall (i) file such financing statements and other documents in such offices as the Administrative Agent may request to perfect the security interests granted by Section 4 of this Agreement and (ii) deliver to the Administrative Agent all certificates identified in Annex 1 hereto, accompanied by undated stock powers duly executed in blank.
Prior to or concurrently with delivery by the Company to the Holder of a certificate(s) representing such shares, the Holder shall, upon notification of the amount due, pay promptly any amount necessary to satisfy applicable federal, state or local tax requirements. In the event such amount is not paid promptly, the Company shall have the right to apply from the Purchase Price paid any taxes required by law to be withheld by the Company with respect to such payment and the number of shares to be issued by the Company will be reduced accordingly.
Prior to or concurrently with the execution and delivery of this Agreement and upon the acquisition or creation of any securities of or interests in any Issuer, LLC or Partnership the securities or interests in which are required to be pledged hereunder, each Debtor shall (a) file such financing statements and other documents in such offices as the Administrative Agent may request to perfect the security interests granted by Section 3 of this Agreement, (b) deliver to the Administrative Agent all certificates identified in Schedule 1 hereto, accompanied by undated stock powers duly executed in blank and (c) deliver to the Administrative Agent all Pledged Obligations.
Prior to or concurrently with the execution and delivery of this Agreement, the Borrower shall (i) file such financing statements and other documents in such offices as the Agent may request to perfect the security interests granted by Section 3 hereof, (ii) cause the Agent (to the extent requested by any Lender) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles owned by the Borrower, (iii) deliver to the Agent all certificates identified in Annex 1 hereto, accompanied by undated stock powers duly executed in blank and (iv) deliver to the Agent the Inter-company Notes owing to the Borrower and outstanding on the date hereof, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Agent may reasonably request.
Prior to or concurrently with the execution and delivery of this Agreement, each Debtor shall (i) file such financing statements and other documents in such offices as the Agent may reasonably request to perfect the security interests granted by Section 3 of this Agreement, (ii) deliver to the Agent all certificates identified in ANNEX 1A hereto, accompanied by undated stock powers duly executed in blank and (iii) deliver to the Agent all Intercompany Notes required to be delivered pursuant to the Credit Agreement.
Prior to or concurrently with the execution and delivery of this Agreement, the Obligor shall (i) file such financing statements and other documents in such offices as the Holdings Collateral Agent may request to perfect the security interests granted by Section 3 of this Agreement, (ii) deliver to the Holdings Collateral Agent the Intercompany Note, accompanied by undated bond power duly executed in blank and (iii) shall deliver to the Holdings Collateral Agent a UCC-1 financing statement for filing, in each jurisdiction requested by the Hold- ings Collateral Agent, at the direction of the Required Creditors, naming the Obligor as debtor and duly signed by the Obligor.
Prior to or concurrently with the execution of this Credit Agreement, Borrower, at its sole cost and expense, shall have obtained and delivered to the Agent a title policy (or a commitment to issue such title policy, marked to closing) issued by the Title Company, insuring the priority of the Lien of the Leasehold Mortgage in a form acceptable to the Agent and containing only such exceptions as shall be consented to by the Agent.
Prior to or concurrently with the execution and delivery of this Agreement, each Obligor shall (i) file financing statements evidencing the security of the Loan in accordance with the UCC and(ii) deliver to the Fund all stock certificates identified in Annex 1 hereto, accompanied by undated stock powers duly executed in blank.
Prior to or concurrently with the execution and delivery of this Agreement, Holdings shall (i) file such financing statements and other documents in such offices as the Administrative Agent may request to perfect the security interests granted by Article IV and (ii) deliver to the Administrative Agent all certificates identified in Annex 1 hereto, accompanied by undated stock powers duly executed in blank.
